Ben 10: The Doofus and His Dweeb
by WebofSpideyguy7245698
Summary: After being crushed by his crush, Kai Green, 10 year-old Ben Tennyson must realize that there are more important things than love. But when Gwen tries to cheer him up by telling him that she cares, even though he thinks she doesn't, how will things play out? Rated T for Some Language and Violent Situations.
1. Chapter 1: The Week After

Ben 10: The Doofus and His Dweeb

Chapter 1: The Week After

"Benjamin!" Grandma Max called to me. "What? Who? Where?" I asked, shaking my head. "Oh, what is it Grandpa?" I asked. "Are you feeling alright, son?" My cousin, Gwen, who sat next to me on the log, started to laugh. "Of course, he's not all right!" she said, with glee. "He keeps thinking about Kai!" I started to get angry. "Shut up, Dweeb!" I yelled at her.

Gwen stared at me, her lips quivering. I suddenly realized what getting your feelings hurt means. I sighed. "I'm sorry, Gwen." I said, hitting my forehead. "I'm just on edge today." Gwen stared at me once more for a couple seconds, and then burst out laughing.

"You're apologizing?" she asked, laughing. "To me?" She felt my forehead, and frowned. "You're not running a fever." I gently flicked her hand away. "Gwendolyn, I'm sure Ben has his reasons to act like this." Grandpa said. "Well, Ben. Want to talk about it?"

I stared at Grandpa, and then at Gwen. I stared at both of them a couple more times. Then, I sneered and got up from the log. I activated the Omnitrix, and turned the ring to the right a couple times. I looked up at Grandpa Max, and slammed down on the Omnitrix. A green flash accompinied Ben's transformation into the alien he called Grey Matter.

I shrunk down to nearly microscopic size, and looked up at Grandpa. "There's nothing to talk about, Grandpa." And with that, I walked to the tent that Gwen and I were sharing on the camping trip. I trampled over the open flap, and fell into the tent. I walked over to my sleeping bag, and crawled into it, and fell asleep.

One Hour Later...

I heard my cousin enter the tent, and she closed the flap. She scooted her sleeping bag close to mine, and got in. "Listen Doofus," she said, tapping my shoulder. "I know you're hurt, but that doesn't mean you can just mope around every day ignoring me and Grandpa for the rest of the summer." I groaned and sat up. "What?" I growled at her.

"Listen Ben," she started to say something, but I interrupted her. "Let me stop you there, Gwen. If I hear one more word from you about this situation tonight, I WILL snap my cap, and it won't be pretty. Got it?" I said. "Can I just say one thing, please?" she asked. I pondered this.

"You said please, go ahead." I said, sighing. "Benjamin Tennyson, you may be annoying, not as smart as you think, and mean, but your still my cousin." she said, putting her hand on my shoulder. "And I still care for you, even if you don't feel it. Me and Grandpa are here for you, espicially me, Tennyson!"

I placed my hand on her hand, and she smiled. But I didn't, I pulled her hand off my shoulder. "I appreciate your concern Gwen, I really do." I said. "And I just want to be left alone tonight." I layed down and closed my eyes. "Plus I-" she started to say something, and my eyes snapped open. "Alright!" I shouted. "That's it!" I tore out of my sleeping bag, and kicked it across the tent.

I tore open the flap, and walked around to the other side of the tent. I activated the Omnitrix, and turned the ring to a dinosaur shaped alien. I let out a scream of anger as I slammed down on the Omnitrix. I transformed into XLR8. "Time to take a walk," I said, stretching my legs out. "XLR8 style!" My faceplate went over my face, and I sped off into the night.

A/N: Well? If you like this story so far, feel free to add it to your favorites. And keep any Advanced Spider-Man fans, keep an eye out for updates on that fanfiction of mine as well.


	2. Chapter 2: Re-Unlocking Master Control

Chapter 2: Re-Unlocking Master Control

As XLR8, I ran all the way to the edge of the campsite, and stopped on the shore of the lake. I stared into the water, tapping my faceplate. The reflection I saw in the water was of XLR8, but then, the reflection started to ripple, and I saw Kai on the water's surface. I sneered, and slashed my talons into the water. "Wish I could stop thinking about her." I grumbled.

"Then why don't you?" a familiar voice asked. I turned around and saw Gwen standing there. I frowned at her. _Stinkfly, _I thought. There was a flash of green light, and I was standing there as Stinkfly. "What part of 'leave me alone' don't you understand?" I asked, shooting a glob Stinkfly slime at her. She ignored the slimeball that hit her feet. "Benjamin, I know you really liked Kai," she said, stepping forward. "But like I said, you got crushed.

"You said that already," I said, flying up into a tree. "What's the matter, Tennyson?" Gwen asked, from below. "Afraid to talk about your feelings for Kai?" I shot another glob of slime down at her. "You're pathetic, Dweeb!" I exclaimed. _Grey Matter,_ I thought. Flash of green light. I looked down at Gwen. "You, my Homosapien friend, wouldn't understand the feelings of we Galvans."

"Earth to Doofus!" Gwen called up. "You're not a Galvan, you're just in his form!" I started fake laughing. "Rattus, Rattus, Rattus." I said, laughing. "Hear that? That's what you are!" Gwen looked angry. "Did you just call me a rat?" she asked, angrily. "Affirmitive. Yes. Yep. Yeah. Correctamundo. J-" I started saying synonyms for correct, but she interrupted me. "Why you midget!" she said, jumping up to grab me.

_Heatblast,_ I thought, as I jumped off the branch. Another flash of green. I stared down at Gwen from my floating disc of fire. "What's the matter, Dweeb?" I asked, throwing mini-fireballs around her. "Can't get me?" Gwen grunted in frusteration. "Benjamin Tennyson," she started. "Just come down here as your human form. I want to help you!"

I started laughing uncontrollably. "You?" I asked pointing at her, then myself. "Help Moi?" I sat down on the fire disc. "You know, I just realized something." I said. "And what's that?" Gwen asked. "You can't help me," I said, jumping down from my fire disc. I landed right in front of her. "And no one can." Gwen sighed. "Ben, please just talk."

"You said please," I groaned. "You know this Gwen. I had a crush on Kai. And she thought of me as a pet." _Ripjaws, _I thought. Flash of green. "You tell me Gwen," I croaked, hoarsly. "Do I like a pet?" Gwen laughed. "You look pretty good for a fish." I gasped for air. Forgot, need water, I thought. _Diamondhead,_ I thought. Flash of green. I smashed my hand into the ground, and made my hand grow in front of Gwen. The big hand than grabbed Gwen.

"SHUT UP, DWEEB." I said, tightening my grip around her. "B-ben," Gwen croaked. "Y-y-your crushing m-me." I realized my mistake and dropped her. "Give me one good reason why I shouldn't put you six feet under." I said, angrily. Gwen got up and looked at me. "Because, Doofus," she started. "I'm your cousin. And as much as you think I hate you, I don't. You may not realize it, but I care."

I stared at her for a minute. "That's a terrific reason." I grunted. _Ben, _I thought. Flash of red. "Did you really mean all that Gwen?" I asked. "Of course, I did Doofus," she said. "Ben, if I lost you, my life would be boring, and I wouldn't have the Doofus I know and love, to taunt me and call me names." I cracked a tiny smile. She smiled back. "And I wouldn't have my Dweeb, to taunt _me _and call _me_ names."

"Welcome back, Ben." she said. I started to feel really tired. I started to stumble, but Gwen caught me. "Doofus, you haven't gotten some good sleep in at least a couple days," she said. "What do you say we get you back to the tent, and you try to get some decent shut eye?" I smiled. "Sounds good to me." And with that Gwen helped me back to the tent.

The Next Morning

My eyes snapped open the next morning. I sat up, and stretched. I could see that the sun wasn't fully up yet. I looked over to see that Gwen was still asleep in her sleeping bag. It was then that I realized how cute she looked while she slept. I cracked a smile. All of a sudden, Gwen's eyes fluttered open. She sat up and yawned, then looked at me. "What are you looking at, Doofus?" she asked.

"I'm looking at my Dweeb cousin," I said, yawning. "Is that ok with you?" Gwen shrugged and got out of her sleeping bag. She unzipped the flap and stepped out. I grabbed my jacket, and got out right behind her. It was kind of chilly in the early summer morning air. "Gwen here," I said, handing her my jacket. "Take my jacket." Gwen looked at me as if I was stupid.

"Me?" she asked. "Take your jacket?" I frowned at her. "Gwen, it's cold out." I said. "Still, your jacket is probably covered in boy cooties." I shrugged and put my jacket on. "Hey," I heard Grandpa Max's voice. "What are you two early risers doing?" I turned to look at him. "We just got up." I said. He stretched, itching his back. "Well, I'll make my famous Beatle Leg Stew for breakfast. I retched of the thought of Beatle Leg Stew

"On second thought Grandpa," I said, activating the Omnitrix. "I'll just go catch us some fish. Going Ripjaws!" I slammed down on the Omnitrix, being engulfed in a flash of green. When Gwen saw me after the flash she said, "I think you're a bit mistaken, Ben." I laughed. "Why would you say that?" I asked. Then I realized that the voice wasn't Ripjaws'. "Oh, man!" I said, stomping on the ground. "I need a fisherman, and I get an alien candle!"

"Well," Grandpa said, turning around towards the Rustbucket. "Looks like we're going with stew." Then I remembered that I had re-unlocked Master Control. _XLR8, _I thought. Flash of green. "All right!" I said, staring at XLR8's talon-hands. "I have full control!" Grandpa turned around to probably nag me. But apparently he saw something more important. "Ben." he said, pointing behind me. I turned around to see smoke coming from towards the lake.

"Well Ben," Gwen said. "Looks like you get to skip breakfast." I laughed. "Yeah," I said, raising my talons. "Time to give who or whatever over there a powerful dose of Ben medicine. "Ben, you should get over there." Grandpa Max said. "I'm on it." I said, lowering my faceplate. I sped off and arrived at the shore in a matter of seconds. I looked over to the source of the smoke.

I stared at a blazing fire about six feet tall. What I saw behind the fire wasn't surprising. It looked like an alien space craft. _Heatblast,_ I thought. Flash of green. I then used my powers as Heatblast to suck up the fire. Once the fire was completely gone, I had a look at the craft. "Looks like one of those fighters that Vilgax's crew used." I muttered. I reached out to touch it and just as my fingers were inches away, I heard a cold, unforgettable voice.

"Hello, Ben." the menacing voice said. I turned around slowly, and saw the last alien I had ever expected to see today. "Vilgax!" I said, almost trembling in fear. "But you're supposed to be in the Null Void!" Vilgax cackled as he stepped forward. "I got out," he said. "Now I think it's time for some good old fashioned revenge!" _Fourarms,_ I thought. Flash of green. "I got four," I said, raising all four of my fists. "400 pounds of muscle!"

I charged him, and attempted to punch him with my upper right fist. Vilgax countered by grabbing my fist. I alternately punched his upper and lower torso with my other three fists. He grabbed me around the neck. "Looks like you've learned a new trick, child." he said. "Let me show you one of mine." He dropped me on my tuchis, and grabbed my ankles. Then, he started spinning me around, until he threw me into a tree trunk.

"You're good, Squid Face," I said, trying to lift myself up. "But me?" Once I got up, I thought _Cannonbolt. _"I'm Cannonbolt!" I yelled, locking into a ball. I spinned towards Vilgax, slamming into him. Vilgax grunted in pain, as he shot backwards. I reverted back to Cannonbolt form. "Ok, Vilgax." I grunted, walking towards him. "Why are you here?" Vilgax let out a cold laugh as he stood back up. "You bowling ball shaped buffoon!" he cackled.

_Diamondhead,_ I thought. Flash of green. My diamond colored hands grew into sharp points. "Tell me why you're here!" Vilgax stepped forward, chopped up my long "lance things" I guess, into diamond shards, and grabbed my throat. He hissed as he said, "I'm not here for you," he said, as he tapped on the Omnitrix symbol on my chest, which started the countdown timeout timer. "You are not who I want." Then he threw me back in the direction of the Rustbucket. Before I soared out of his range, I heard him say, "Leave her..."

I soared for a couple seconds, and eventually landed, crushing the picnic table at our campsite. Gwen, who had been sitting on one of the benches, was now on her back. A flash of red occured, and I reverted to my normal self. It then occured to me that Gwen's bowl of stew had landed on my face. She got up and walked over to me, and kicked some dirt over me. "Smooth move, Tennyson." she said. I stared up at her for a few seconds, then my eyes rolled back in my head, and I passed out.

A/N: There's that chapter. Who do you think Vilgax is here for? Stay tuned for the next chapter.


	3. Chapter 3: Vilgax's Big Score

Chapter 3: Vilgax's Big Score

"Ben!" I heard a voice, Grandpa Max's voice I think. I opened my eyes, and groaned. "Are you alright son?" he asked. "Yeah, I think so." I said, getting up. I looked at Gwen, who glared at me with her arms crossed. "Uh, sorry about your breakfast, Gwen." I said, running my hand through my messy hair. "Why are you apoligizing?!" she yelled at me. I was a taken back. "What is with you lately?! And no biggie on breakfast. It was gross."

"So, what happened Ben?" Grandpa Max asked. "Vilgax happened." I said, brushing myself off. Gwen all of a sudden forgot about her anger. "Vilgax?!" she asked, with wide eyes. "But we, I mean _I _trapped him in the Null Void with Kevin!" I smirked. "You had help." I said, crossing my arms. "Whatever." she said, rolling her eyes. "And you know what's weird?" I asked.

"He wanted the watch AGAIN?" Gwen asked, annoyed. "Gwen," Grandpa Max said. "Go ahead Ben." I sighed. "Ok, so he said he got out. I don't know how." I started. "But he DIDN'T want the Omnitrix this time, or me. When he threw me back here, I heard him say 'leave her'." Grandpa Max scratched his chin. "Who's 'her'?" he asked. "I don't have a clue." I said.

"Ben, Gwen," Grandpa said. "Go get dressed." With that, Gwen and I ran into the tent. I opened up my bag, and took off my shirt. "So who do you think 'she' is?" Gwen asked from behind me. "I have a few ideas," I said, putting on a fresh white shirt with black stripes down the middle. "I feel like it's either Kai or you." Gwen started laughing. "What would ol' Squid Face want with Kai? Or me for that matter?" she asked. I took of my pants and put on a fresh pair of baggy, cargo pants.

"That's the problem," I said, putting my shoes on. "I have no idea." I heard Gwen's bag unzip. "Gwen?" I asked. "You seriously not dressed yet?" She laughed. "Ben, I just rezipped my bag." she said. "I left it open over night, Doofus." I turned around to see her fully clothed. She frowned. "What?" I asked. "Why do you wear the same clothes everyday?" she asked.

"Well," I said, pointing at her. "You do." She wore tan colored pants, a long sleeved shirt with a cat face on it, and a clip in her hair everyday. She rolled her eyes, and we got our bags and got out of the tent. "Ok," Grandpa Max said. "Now let's clean up the site." I laughed. "I can do that, Grandpa." I said, attempting to activate the Omnitrix, but it was still in the red.

"Looks like your aliens are useless, Tennyson." Gwen said, mockingly. "Wow, Gwen." I said, mockingly. "How about you tell me something I don't know." She rolled her eyes at me, as Grandpa told us to get to work.

Ten Minutes Later...

Once we had put down the tent, Grandpa Max told us to get in the Rustbucket. Gwen and I sat at the table in the RV by the window. Well, I sat there, while she was doing whatever it is she does on her laptop. As I was staring out the window as Grandpa Max drove, I heard a beep. I looked at the Omnitrix, as it had turned green again. "Alright!" I said, excited. Gwen looked up at me. "Back in the green!" I then activated the Omnitrix.

"What are you doing, Ben?" she asked, annoyed. "Eh," I said, about to slam down on the watch. "Just passing the time." After the green flash subsided, I saw that I had turned into Ripjaws. "Oh man," I said hoarsly. "I asked for Ripjaws hours ago!" Gwen started laughing hysterically. "You are such a major Dweeb!" she said, pointing at me. "I know you are," I grunted. "But what am I?"

"Ben!" Grandpa Max said angrily from the front seat. "Now's not the time to be messing with the Omnitrix!" I sighed, hoarsly. _Ben, _I thought. Flash of red. "Sorry, Grandpa." I said. Gwen looked extremely irritated. She opened her mouth, but I cut her off. "Before you say anything, I'm changing, ok?" I said, crossing my arms. "Besides you should be happy I'm developing friendly feelings."

She rolled her eyes at me. "As if!" she yelled. "You're just trying to be nicer, so I'll treat you better." I glared at her. "No, that's not it!" I said. "I'm just trying-" All of a sudden, the RV came to a halt. "Ben, Gwen!" Grandpa Max yelled at us. "Now is not the time to be fighting! We have a situation!" I got up and went over to the front of the RV. I saw a pretty big robot drone not far from our location.

"That's the kind of drone that attacked the camp my first night with the Omnitrix!" I said, pointing. Gwen walked up behind me, and said, "But there's nothing you can do, Ben!" she said, gently hitting my shoulder. "You just went alien a minute ago!" Just as she said that, the Omnitrix turned green. "But's that's impossible!" she stated. I shrugged, and said, "Maybe if I don't use it for too long, it takes a shorter amount of time to recharge!"

"Wait, Ben!" Gwen shouted, just as I activated the Omnitrix. "What?" I asked, looking at her. "The watch hasn't been working lately!" I shrugged, and exclaimed, "Well, looks like it's time to randomize!" I slammed down on the watch without looking at which form I selected. My hands started to turn grey, and I started to shrink. After the flash of green came and went, Gwen mockingly said, "How are you going to stop that drone with Grey Matter?"

I looked up at her, shaking my fist. "Hey," I said. "When there's a will, there's a way!" Gwen rolled her eyes, and picked me up in her palm. "Hey!" I said, repeatedly losing my balance. "Put me down! Put me down!" Gwen started to giggle. "Relax Doofus," she said, walking to the door of the RV and opening it. "I'm trying to help you!" I laid down on her palm and stretched out. "If I really want to gross her out," I said, under my breath. "I should go to sleep in her palm."

"Gwen, Ben! Be careful!" I heard Grandpa Max's voice behind us. I closed my eyes and tried to think how I would stop this drone. Maybe I should try and climb up into his control area, or whatever it is these guys have, I thought. Or I could try combinations of my other 11 alien heroes. I remembered from my other expierences in space with Keven 11, that when mixing Heatblast's fireballs with Stinkfly's slimeballs, the results were explosive.

I could also combine Fourarms' brute strength with XLR8's intense speed. All of a sudden, I turned over and fell to the ground. After hitting the ground and rubbing my back, I looked up at Gwen and said, "Hey! What was that for?!" Gwen laughed. "Oops, I didn't mean to! Besides, the drone is right there!" she said. I looked over, to see the drone in the distance, shooting beams of high energy from it's wrists. "Oh," I said, looking back up at her. "Well, victory is mine!"

Five minutes later...

It took me five minutes to run over to the drone as Grey Matter. As soon as I got over there, I fell over. "Oh man!" I said, huffing and puffing. "Can't these guys ever pick a closer place?" I got up, and started climbing up his leg. About halfway to his knee, he bent over, and saw me. He grabbed me, and brought me up to eye level. I guess he didn't see me as "useful" because he threw me across the park we were in.

Uh oh, I thought. _Diamondhead, like now! _A flash of green occured, and I generated a slide made out of the material that Diamondhead's arms and head were made of. I slid down the slide to the ground. "Ok, ugly," I said, making swords out of Diamondhead's arms. "Looks like this is round two!" I ran up to him and leaped, and stabbed one of my diamond shards into his chest. "Come on, ugly," I said, starting to climb up his chest toward his head. "I'm pretty sure you put up more of a fight last time!"

He started hitting me hard with his palm, until I fell. _Stinkfly,_ I thought. There was a flash of green, and I kept falling. I tried to fly, but I couldn't. I continued to fall, until I hit the ground. I groaned and lifted myself up with my four hands. Four hands? Wait a second. I looked down at my hands to see four red, prickled hands. "I said Stinkfly," I said, smacking the hourglass symbol on my shoulder. "Not Fourarms! Stupid watch!" I saw the drone walking away in the other direction.

"Yo, ugly!" I said, running towards the drone, raising my upper arms. "We're not finished!" The drone turned around and when he saw me coming, he attempted to stomp on me. Once one of it's three "feet" things got close enough, I grabbed it with both of my lower hands. I started punching his foot with both of my upper fists. He eventually fell over, and I walked over to his torso. Then, there was a flash of green, and I stood there as my favorite winged alien.

"Oh," I said, irritated. "Now you turn me into Stinkfly?" I flew up to a great height, and started shooting globs of slime onto the drone's faceplate. _Heatblast,_ I thought. A flash of green occured. I started to fall really fast, and I realized why. Cannonbolt, I thought, tucking into a ball. Looks like the Omnitrix is busted. I shot down towards the drone's faceplate, but as if he had a sixth sense, he smacked me out of the way. I flew towards a tree, and broke through the trunk.

Flash of green. I grew a little taller than Cannonbolt, and grew skinnier. Then my skin turned green. "Wildvine?" I asked, looking at my tendrils. "Oh no, no, no, no, no. Anything but being a living beanstalk!" I said, as I shot a my arm/tendril and looped it around the drone's arm, as he was getting up. I swung around to his torso, and dropped the seed pockets out of my back. They exploded, blinding the drone for a few seconds. Then another green flash occured.

I had turned into a furry, orange alien dog. Wildmutt. Oh, I give up, I thought. I started falling, but luckly, landed on my feet. I rammed into one of the drone's legs. It sent it spiraling off balance. I leaped onto his torso and headed for his faceplate. But of course, he grabbed me at the last second. He got back up, and shot me away with his high energy beam. I was smoking, as I fell to the ground. Upon impact, another green flash occured.

I felt extremely hot, and I didn't need help deciding who I was. "Heatblast? Perfect." I said, struggling to get up. It took me maybe a minute to finally get up. "It's almost like the drone isn't interested in me." I ran in front of the drone, and shot fireballs at the remaining essence of slime on his faceplate. His faceplate exploded, but he didn't shutdown. "What's with this guy?" I asked myself. "Why is he doing this?!" I shot a few more fireballs up at his ruined faceplate.

He moved out of the way, and stepped on me. After he stepped off of me, a flash of green appeared once again. I got up and slipped and fell back down. XLR8? Why can't this thing ever get it right. I looked over at the drone, who was quickly walking away into the distance. "Yeah," I said, raising my fist. "You better walk!" I turned around, and sped back to the RV. Grandpa Max was waiting for me, when I stopped. "Hey, Gramps." I said, brushing myself off. "Looks like I scared the drone off!"

Grandpa crossed his arms over his chest. "Ben," he said, angrily. "You didn't scare him off. You literally let him take what he had come for!" I stared at him dumbfounded. "What'd he-" I started to say something, but he cut me off. "Ben, he took Gwen!" he yelled. "Gwen?" I asked. "No!" All of a sudden I had a pretty good idea who Vilgax's 'her' was.

A/N: So, there you have it. Vilgax was going to use Gwen to lure Ben into a trap. Possibly. Probably. Stay tuned for the next chapter.


	4. Chapter 4: Ben's Inner Rage

Chapter 4: Ben's Inner Rage

"Where did the drone go?" I almost shrieked at him. "Calm down, Ben." he said. "I have a device that tracks Vilgax wherever he is in the universe. He took a plumber's device out of his pocket and started pressing buttons on it. "He's over at the lake, by the campsite from earlier this morning! I'll be waiting over there! Hurry!" he said, pointing. My faceplate slammed down, and I sped off towards the lake.

About five minutes later, I arrived at the very same lake that he had lured me to that same morning. I stopped, to see none other, than Vilgax, holding Gwen in his iron grip. "Put her down, Vilgax!" I said, slowly walking towards him. "If you want the Omnitrix, all you had to do was ask!"

He let out a cold laugh, and said, "I'm afraid not, Tennyson!" He walked to the shore of the lake. "You are just in time to witness the death of your precious cousin, Gwen Tennyson!" He then forced her into the deep part of the lake. "No!" I screamed. _Ripjaws, Please! _I pleaded in my thoughts. There was a green flash, and I started to grow reptilian skin. I stood there as Ripjaws. "Now that's what I'm talking about!" I said, hoarsly as I ran and dove into the lake.

I swam and grabbed Gwen from his grip. I swam quickly back to the surface and carried Gwen far from the shore, and near the trees. I put down Gwen, and she started to cough up the water she swallowed. "Thanks, Ben." she said, after catching her breath. "Stay here!" I said, transforming back to Diamondhead. "I'm going to make Vilgax pay!" All of a sudden, Gwen's eyes widened. "Look out!" she screamed. Vilgax grabbed me from behind, and ran back to the shore, slamming me into the dirt.

I fired diamond shards at his face, which loosed his grip enough for me to escape. I got out of his grip, and kicked him in the chin. He fell off balance, and landed on his back. I ran over to attempt to keep him down for a bit more, but he rolled up on his butt, and kicked me upwards. I fell back into the sand, but got up quickly. I ran over to Vilgax, growing my arms into swords in the process, and attemped to clobber him. He grabbed both of my sword tips, and crushed them.

"You chose misery Ben Tennyson!" Vilgax said, kneeing me in the face. I fell over, and tried desperatley to regenerate my hands. Vilgax stepped over to me, and started stomping on my face. I grabbed his foot and lifted him off balance. He fell on his back, and my hands finally regenerated. I fired diamond crystals onto his torso, but they stuck to his chestplate. He got back up and smacked me across towards the trees. My back smacked into the trunk. I tried to get up, but the crystals that grew out of my back were stuck in the tree.

Vilgax came over to me, and pulled me out of the tree. He smashed me back into the ground, but I resisted this time. I kicked him off me, and quickly got up, and fired crystals at him. Then, the hourglass symbol on my chest started flashing red. "No!" I shouted. "Not now!" A final flash of red occured, and I was me again. Vilgax stomped over to me and picked me up by my neck. He pulled one of the Diamondhead crystals out of his chestplate, and slashed it across my nose.

He dropped me, and I didn't even try to get up. I looked up at him, blood trickling down and out of my nose, and tried to lift my hand up. Vilgax stomped on my hand, forcing it back down. "You've fired you're last crystal, Tennyson," he hissed. "If only you hadn't interfered, your little cousin's death would have been quick and painless." I could feel his metallic boot crushing my hand. "But now that you've really pissed me off," he continued, taking his boot off my hand. "I'm gonna finish you both. Nice and slow."

I started to get up slowly, incredibly angry. "You and I," he said, as I watched his fingers grow into talons. "We're gonna have one hell of a time!" I got up completely, just as he attempted to ram me with the talons. I grabbed them, and tried to force them back. He was too strong, so I knew there was only one thing to do. I strained to get his hand upward a bit, and then lifted my Omnitrix arm, and let him slash through the skin. I had planned that after I remembered my encounter with the alien werewolf. The Omnitrix started to glow yellow, and then subsided to green.

I used all my strengh just to activate the Omnitrix, and as I did, I said, "Game over, Vilgax!" I pushed down on the watch, and as a green flash appeared, green tentacles grew up my arms. I started to grow remarkably in size, and my feet started grow, and turn into metal. As the last part, tentacles grew out of my mouth. My transformation was complete. "It's over Vilgax!" I shouted, lifting my huge green fists. "I am Bengax!"

"Tennyson," Vilgax hissed, stepping closer. "You have absorbed my DNA!" I raised my fists. "Vilgax," I said, stomping over to him. "Now we play hard ball!" I ran up to him and punched him in the face. He growled in pain as he stumbled backwards. "How does it feel," I said, walking up to him cracking my knuckles. "To be attacked by your own kind, Vilgax?" Vilgax regained his balance, and hissed, "You're not my kind, vile human!"

Vilgax ran up to me and attempted to clobber me, again. I countered his attack by grabbing his fist, and bending his arm upward. "Really?" I asked, punching him. "Could have fooled me." I threw him over my shoulder, body slamming him into the dirt. I turned around and put my metallic boot on his chest. "I'm gonna squash you like a bug right now!" I hissed, hitting him harder. Vilgax reached up, grabbed my face and head-butted me.

"Get off me, human." Vilgax grunted, getting back up. "You messed up big time, Tennyson!" Vilgax threw me into the shallow end of the lake. "Messing up is my specialty." I grunted, staying down. Vilgax came over to me, and grew his fingers back to talons. "All is lost Ben Tennyson," he said, lowering the talons towards my eyes. "Prepare to die." I grabbed his neck, and started to choke him. "Stay away from me and _my cousin_." my voice cracked when I said "cousin."

I head-butted him, and threw him off me. I got up, and walked over to him, and started stomping on his face. "I'm just like you Vilgax!" I said, continuing to stomp on his face. "I can kill in cold blood! Aren't you proud?" I stopped and picked him up. "Wait," Vilgax said, waving his arms. "You're supposed to be the good guy! You can't do this!" I threw him down on the ground, head first.

"Why not?" I asked, starting to punch is back. "I have the power." Then I heard a familiar voice. "Yeah, but when you have great power like the Omnitrix, you have to use it responsibly!" I turned around to see Gwen standing there. "Stay out of this, Dweeb!" I hissed, walking up to her. "Go hide in the trees." Her eyes widened. "Look out! Again!" I turned around, and put out my hand, stopping Vilgax in his tracks. "Leave me alone!" I screamed, throwing him into the lake.

I ran over to him, and sat down on his torso, and started punching and pounding his head. "Please," Vilgax said, spitting out green blood. "Show mercy." I continued punching his neck. "Mercy? Pleads?" I asked. "No such thing!" I lifted him back up, and smashed him on a rock. The rock tore through his left arm, almost tearing it off. I stomped one final time on his face. "If you ever lay your slimy fingers on my cousin again," I said, stepping off his face. "There won't be any mercy."

I started to walk away, and back to Gwen. "Ben," she said, looking up at me. "Thank you." I stared down at her, and the hourglass symbol on my left pec started flashing red. "Uh oh." I said. The Omnitrix timed out, and I reverted back to normal. I fell to my knees, still weak from the beating Vilgax gave me. Gwen ran over to me and helped me up. "Why are you helping me?" I asked, on the verge of passing out. "Because you're my annoying cousin," Gwen said, holding me in a hug.

I definetly wanted to collapse now. "And you saved my life. I thank you." I groaned in pain. "Have to get back," I said, spitting blood out of my mouth. "To Grandpa." Gwen helped me walk back into the woods. "Grandpa, waiting by our camp from last night." Gwen continued to walk through the forest. "Don't fret Doofus. We'll get you there." she said. Then, as if on cue, I blacked out.

Sometime later...

"Ah!" I screamed, as I woke up from the blackness, sitting up. "Calm down, Doofus." Gwen said, gently pushing me back onto the hospital bed. I groaned in pain. "What happened?" I asked. "Vilgax broke your hand." Grandpa Max said. "You're in the hospital. It was very brave of you to absorb his DNA and use the power against him." I scoffed, holding my casted hand. "Gwen told you that?" I asked.

"Can we go?" I asked. "You're awake aren't you?" Gwen asked. "Help me up?" I asked. Gwen took my hand, with a disgusted look on her face, and helped me off of the hospital bed. "Ok, let's get out of here." Grandpa Max said. We walked out of the hospital, and into the RV. Gwen and I sat at the table, but we didn't have much to say. Later, we returned to the same campsite. "Grandpa?" I asked, getting out of the Rustbucket. "What are we doing here?"

"We're spending the night here." Grandpa Max said, getting the tent bags out. "Is that really a good idea?" I asked. "Ben, Vilgax is long gone." Grandpa said. "I checked. Gwen, lets set up the tents." So, they set up the tents, we had dinner, sat around the fire and talked. Then, it was off to bed.

The Next Morning...

I woke up early, I think. I yawned and stretched out, and I felt like something was wrong. I looked down, and noticed Gwen had moved her sleeping bag closer to me, and she was snuggling herself against me. "Whoa," I said, jerking upright, waking Gwen up. "What on earth are you doing?!" Gwen rubbed here eyes, and after she saw what was going on, moved away from me. "What are _you_ doing?" I snorted. "I didn't do nothing. When I woke up, you were hugging yourself to me."

Gwen sighed. "Ok, I admit it," she said, looking me in the eye. "After the fight with Vilgax, I felt safer around you. So last night, after you fell asleep, I snuggled up with you." I looked at her. "Why?" Gwen looked at me, her eyes twinkling. "Ben," she started moving closer to me. "I think I have a crush on you." My eyes widened. "I know it's weird, and we're just cousins, but I feel like I'm safer when I'm with you."

"I can relate," I said, placing my hand on hers. "When Vilgax almost got you, I felt like something was there." Gwen inched closer to me. "Is there?" I laughed. "You are such a Dweeb." I said. "Doofus." she said. Our lips were inches apart when I heard Grandpa Max's voice. "Kids! Wake up! We have visiters!" I snapped back to reality, and we got out of our sleeping bags.

"Who would be visiting this early in the morning?" Gwen asked me, unzipping the flap. I gripped her wrist, and she looked at me. "Forget it, Dweeb. Let's go." I said, walking out of the tent. And when I stepped into the early morning air, I saw some one I wasn't expecting to see for the rest of the summer. I stared at her face. "Kai?" I asked, in disbelief.

A/N: Kai is back. How will Gwen react after what happened back in the desert? Will Ben go back to trying to impress Kai? Stay tuned for the next chapter.


	5. Chapter 5: Rise of Arctiguana

Chapter 5: Rise of Arctiguana

"Hi, Ben." Kai said. I crossed my arms. "What are _you_ doing here?" I asked. Kai's eyes darted back and forth. "What do mean?" she asked, nervously. "What do you mean?" Gwen said, mockingly. "As if you don't know." Grandpa Max said, "Hold on a second. What's going on here?" I looked at Grandpa. "Only the worst return ever!" I exclaimed, pointing at our visitors. "Ben," Grandpa said, narrowing his eyes. "You know better than to behave like that."

"I really don't know what you're so mad about, Ben." Kai said, holding an intense gaze. "As if you don't know," I said, staring at her angrily. "You think I'm a pet!" Kai started laughing. "I don't think you know what you're talking about, Ben." Kai's Grandfather, Wes said. Gwen walked up to her, and tapped her shoulder as she said, "Maybe if I can train you and tame you. Sound familiar?"

Kai started laughing again. "Ok," she said, pushing Gwen away. "Maybe I did say that, but it didn't mean anything! Come on! We're all friends here!" I crossed my arms, again. "You think so?" I asked, rubbing my broken hand. "Because I don't." I sat down on one of the logs, and stretched. "Come on, Ben!" Gwen said, coming over to me. "Hear Kai out!" I got up right in her face. "Oh, so now you're defending her?" Gwen pushed me away.

"I'm not defending anyone." Grandpa Max cleared his throat. "Well," he said. "Ben will have to hear Kai out, if they're going to spend the rest of the summer with us. My eyes widened in awe. "What?!" Gwen and I said in unison. "Look," I said, walking towards the woods. "I need to see this out. Don't come looking for me!" I walked for a while until I got to the lake. Vilgax was long gone, but I could still see where I smashed him on the rocks.

I sat down on big rock, and looked out at the lake. "Can my summer get any worse?" I screamed. "I doubt it." a familiar voice said. I turned around to see Gwen walking up to me. "You going to tell me to go away?" she asked, sitting down on the rock next to me. "Why?" I asked, yawning. "You won't listen." Gwen laughed. "You're right." Gwen said, resting her head on my shoulder.

This sent a chill down my spine. "What are you doing?" I asked her. "I thought we could make this work." Gwen said, not taking her head off my shoulder. "Make what work?" Gwen let out a small laugh. "My crush on you?" she asked. I laughed, running my fingers through her red hair. "One thing at a time Gwendy," I said. "I have bigger problems." Gwen laughed. "Like what?" she asked. "And never call me 'Gwendy' again." I sighed and looked at the Omnitrix, which was still red.

"I think the Omnitrix is busted," I said, attempting to activate it, but failing. "Again?" she asked. "I don't think it's been busted before." Gwen started laughing. "Doofus, that time when it sparked red electricity?" I narrowed my eyes. "I wouldn't necassarly say busted, just malfunctioning." Gwen let out an annoyed sigh. "Whatever, Captain Doofus." she said, yawning. "Is that why you kept switching to random aliens in the fight with that drone yestarday?"

"Probably," I said, biting the Omnitrix. "Maybe it's on shuffle?" she asked. "Highly doubt it." I said. I could have put my arm around her but I heard a voice. "What are you two doing?" I turned around to see Kai standing there with wide eyes. "What are you trying to do, Doofus?" Gwen asked, pushing me off the rock. "Ow!" I said, rubbing my head after hitting the ground. "What was that for?!" Gwen narrowed her eyes. "For attempting to trick me into going to sleep on your shoulder!"

I looked at her, and something told me she was helping to cover our situation. "Point taken," I said, getting up to face Kai. "And you! I thought I told you not to come looking for me!" Kai just stood there, shaking her head. "Ben," she said, stepping forward. "You need to accept that Grandpa Wes and I are joining your group this summer." All of a sudden, the Omnitrix turned green. "Oh," I said, activating the Omnitrix, looking up at Kai. "It's about time this thing started working! I'm so going Bengax on you!"

I turned the ring until I saw Vilgax's silhouette. "Ben," Gwen shouted, running over to me. "No, don't!" I slammed down on the Omnitrix, but all I got was the time out sound. "Uh," I said, as Gwen stopped in her tracks. "What's going on here?" I slammed down on the Omnitrix repeatedly, getting the same thing. "Go mighty Omnitrix power!" I said, as I continued to slam down on the Omnitrix. I sighed and stopped hitting it. "Ok," I said, hanging my head. "This thing _is_ busted. I admit it."

Gwen came over to me. "Told ya." she said, crossing her arms. All of a sudden, a green orb started to grow and glow around the Omnitrix. "Uh," I said, as I started hitting the watch. "Here's something you don't see everyday!" Gwen put her hands on the Omnitrix, and said, "What did you do?" I looked at her angrily. "Me?" I asked, gently smacking her hands away. "I didn't do anything!" The orb started to expand, and the ground started to shake.

"Guys," I looked at Gwen and Kai. "Get back! This may be violent!" Gwen and Kai ran and ducked behind a rock. "Maybe if I do this..." I said, activating the Omnitrix. It worked this time, and the alien selector came on. It started to turn more and more rapidly until it stopped on the silhouette of an alien I didn't recognize. It looked like a weird lizard type thing that walked on all fours. "What in the world?" I asked. I hesitated, but eventually pressed down on the ring.

That's when the orb exploded. It didn't hurt, much. But it did knock the wind out of me, and sent me flying back into the lake. After a few seconds, I got up and spit out muddy water. "Gross!" I said, getting on my knees in the shallow water. "I want to go brush my teeth. A hundred times!" I got up, and brushed myself off. "Well, that didn't do anything." I groaned, smacking my own forehead. "Ben!" I heard Gwen's voice. I turned and saw Gwen and Kai running up to me.

"Are you ok?" Gwen asked. "Yeah," I said, catching my breath. "The watch is still broken." I looked down at the watch, and got a surprising find. "The Omnitrix!" I exclaimed, touching my bare wrist. "Where is it?" Gwen looked at my wrist. "I don't - ahhh!" I screamed out in pain, holding my sides. I fell on my knees, writhling in agony. My back hurt extremely bad. All of a sudden the front of my shirt ripped open, and turned black.

"Whats happening to me?!" I screamed, as my skin turned blue. My hands started to shrink, and my two middle fingers merged together, and I hunched over. Three dorsal fins ripped out of my back. My face prickled up, and I grew gil type things. Lastly, the Omnitrix symbol took shape on the back of my hand. The pain finally ceased, and I looked at Gwen. "What on these nine planets are you?!" she shrieked. "Uh, I don't know." I said, in a deep voice. It was then I realized that when I breathed, I could see my breath.

"He's a Polar Manzardill!" a familiar voice said. I turned to see Grandpa Max and Wes walking up to us. "Grandpa Max!" I said, stalking over to him. "What happened Ben?" Grandpa Max asked me. "Uh," I said, trembling in fear. "I was going to throw Kai a million yards with Bengax, and the Omnitrix wouldn't work." Grandpa Max raised his eyebrow. "So," he said. "You were mad?" I sighed. "Yeah, that's right." I started writhling in pain again.

"Ben," Gwen said, walking over to me. "What's wrong?" I looked at her. "What do you care, Dweeb?" I asked. "Everything hurts, so cold." Gwen put her hand on one of the dorsal fins. "Cool," she said, rubbing the fin. "What do you think this thing can do?" I looked up at her, and groaned, "Oh, I think I'm gonna hurl!" Gwen looked at me with wide eyes. "Spew on me, Ben," she said, kicking me in the gut. "And I'll give you my summer chores!"

I thrust my upper body upward, and opened my mouth, expecting vomit to come out. Instead, a stream of cold winter breath, I guess, came out. The branch on the tree above me was in the way of the stream, and it froze into solid ice. "I can breath cold air that makes ice?" I asked. "That's what I'm talking about!" Gwen looked at Grandpa Max quizically. "Is that all a Polar Manzardill does?" He shrugged. A green flash occured. I stood there as Stinkfly. "Oh man!" I said. "The Omnitrix is messed up, still!"

"Ben," Grandpa Max said. "What did you do?" I looked at Grandpa. "I don't know, I swear!" I said, walking over to him. "And even if I did do something, I don't know what it was!" Gwen smirked. "Were you born an idiot, you Doofus?" she asked, laughing. "What?" I asked. "Nevermind." she said, shaking her head. "Come on, you stupid watch!" I groaned, hitting the symbol on the alien's forehead. "Work for once in my life!" _Diamondhead,_ I thought. Another green flash occured. As soon as the green subsided, I lost my balance, falling onto my back.

"Ok," I said, trying to get up with Cannonbolt's fat form. "I wanted a bulky alien, but not a fat one either!" Another green flash occured. I stood there as the green, bulky alien that I had pleaded to get in my thoughts. "Are you thinking your alien names, Ben?" Grandpa Max asked. "Well, yeah." I said. "Maybe your thoughts are delayed?" Gwen asked. I looked at her, and green diamond shards on my arm. "Shut up, Dweeb!" I said. Gwen raised her fist, as if to punch me, but then, of course, a green flash occured.

The flash subsided, and I stood there as a flaming alien. I looked at Gwen, who lowered her fist. "That's a cute punching stance, Gwen," I said, starting to juggle fireballs. "Did your grandmother teach you that?" Gwen lowered her fist completely. "Lucky transformation, Doofus." she grunted, angrily. Another green flash occured, and I stood there as Bengax. "Oh," I said, cracking my knuckles. "Now it's a party!" Green flash.

"You were saying, living plant?" Kai asked. I looked at her. "Gwen," I said, slithering over to Kai. "Doesn't need help!" Kai glared at me. "Ben," Wes said. "Please be nicer to my granddaughter." I backed away. "Yes, sir. Sorry." Gwen looked stunned. "How did you do that?" she asked. Wes smiled. "It's a gift." Another green flash occured, and I stood there as my new form, on all fours. "So, what're you gonna call this one, Ben?" Wes asked.

I gazed over at Gwen. "A little help?" I asked. "Naming your new form?" Gwen asked, she waved her hands at me. "No Ben, I couldn't. After all, they are _your_ aliens." I shook my head. "A little help?" I repeated. "Well," Gwen said. "You look like an Iguana. A blue Iguana, to be exact." This sparked an interest. "Iguana?" I asked her. She nodded. "And this thing can breath ice air?" I asked, looking at Grandpa Max. He nodded. I turned back to Gwen. Ice. Iguana. Cold weather. If this thing could smile, I'd be doing it right now. "Arctiguana." I said.

A/N: I'm sorry if this chapter lacked excitement. Or any Bwen, Gen, Bwendolyn, Genjamin, or whatever moments you'd call in this pairing. I haven't decided if Gwen and Ben are going to be a couple yet in the story. I just wanted to introduce new characters and a new alien this chapter. Stay tuned for more!


	6. Chapter 6: There Will Be Better Days

Chapter 6: There Will Be Better Days

Disclaimer: I DON'T own Ben 10.

"You got 'Arctiguana' just from me saying you looked like an Iguana?" Gwen asked. "Yeah," I said, looking at Gwen as the time out sequence began. "That's right." Uh oh, I thought. These girls are gonna see me shirtless! I looked over at the woods and then to the water. I planned to run back to the campsite, but it was too late. I reverted back to my human form.

I looked at Gwen and Kai, who weren't blushing or anything. "Wha-" I said, feeling my bare chest, or should I say, my SHIRT. "Oh," I said. "I guess it was just the transformation." Grandpa Max walked over to me, and put his hand on my shoulder. "So, Ben," he started. "What do you say about our visitors?" I looked at Wes, and then at Kai. "Well," I started walking over to Kai. "Look, I never said I had anything against you. You just talked to me as if I were a pet. If you want to travel with us, you're more than welcome to do so."

Kai smiled at me warmly. I looked at Wes, who gave me a reassuring smile of approval. "Wow Ben," Gwen said, coming over to me. "You're actually starting to be nice!" I looked at her, as a smirk grew on her face. "Sometimes," I said, turning to her. "I get tired of spending time with my genius cousin." She smiled, punching me in the arm. "Hey!" I said, rubbing my shoulder. "That was a compliment!" Gwen smiled like a sweet little girl. "I know," she said, crossing her arms. "But you still offended me."

All of a sudden the watch flashed green. "Going Arctiguana!" I said, activating the Omnitrix. "Ben, you're wasting the Omnitrix's energy!" Grandpa Max said, walking over to me. "So?" I asked, as I slammed down on Arctiguana's silhoette. The green flash consumed me, and after it subsided, I stood there as Diamondhead. "Don't you get tired of being wrong all the time?" Gwen asked. "Shut up." I grunted.

"Come on, guys." Grandpa said, walking back through the woods. I walked past Gwen as she headed into the woods after Grandpa. "Race ya!" I said, turning into XLR8. I took off. "Hey!" Gwen called running after the streak of blue I left behind. "You cheater!" I sped all the way back to the campsite, and stopped by one of the other picnic tables there. "Now THIS," I said, clawing my name into a picnic table. "I could get used to." I stood there, as I waited for Gwen to catch up. _Ben,_ I thought.

Gwen ran up to me and bent over, panting. She looked up at me, angrily. "You're such a jerk!" she said, slugging me in the arm. I walked past her, putting my lips close to her ear, since no one was around. "I thought you like liked me?" I whispered. "You're cute when you're angry." She glared at me. "Calling me cute isn't going to make up for that." she said, crossing her arms and walking away. "Oh, come on Gwen!" I said. "Can't you take a joke? I was just having fun!"

"Oh, man!" I whispered to myself. "Gwen and I start caring about each other for just ten minutes, and I've already messed up!" I kicked the dirt, and turned to see Kai walking up to me. "What's up with you and your cousin?" she asked, suspiciously. I looked over at Gwen, who was stomping back into the woods. Then I looked over at Grandpa Max and Wes, who were talking over by the tents. "Come with me," I said, grabbing her hand, and taking her back behind the Rustbucket.

Once we were out of view of anybody, I looked at her. "Ok," I said, letting go of her hand. "You have to promise you'll keep this a secret. Ok?" Kai nodded. "I'm listening." I sighed. "Ok," I said, shaking my head. "Yestarday, I saved Gwen from being killed by the alien Vilgax, and this morning she told me that she had a crush on me." Kai's eyes widened. "You and your cousin are in love?" she asked, making a disgusted face. "Gross!"

"No, no, no!" I said, waving my hands. "I mean at least not yet. I like the fact that she's treating me better, though." Kai looked at me. "Don't you think its weird," she said, crossing her arms. "To have a secret love life with your cousin?" I smacked my forehead. "What part of 'not yet' don't you understand?!" I said. "Sorry!" she said, sarcastically. "It's still weird though." I crossed my arms. "If Gwen's happy, then I'm happy." Kai smirked. "That's a first." she said.

"Whatever." I said, walking away. I walked back around the Rustbucket, and sat down at the picnic table. I laid my head on the table, and closed my eyes. "Benjamin Kirby Tennyson," I said, kicking the underside of the table. "What have you gotten yourself into?" I maybe fell asleep for five minutes until I heard Grandpa Max's voice. "Come on, Kids! We're going out for breakfest!" I sat up, excited. "I'll take normal breakfest any day!" I said, running into the Rustbucket to get dressed.

I ran up to the cots and grabbed my bag of clothes from the floor in front of them. I took out a fresh pair of cargo pants, and a pair of my black striped shirts. I ran into the bathroom, and five minutes later, came out with a new set of clothes on. I walked outside and saw Gwen and Kai sitting at the picnic table, talking. I was about to walk over to them, but when Gwen saw me, she glared at me.

"Ok," I whispered, stopping in my tracks. "Looks like Gwen's crush on me has crashed." I walked around to the back of the RV, and stared at the gravel. "Can this day get any worse?" I asked, kicking a rock across the campground. "Come on Gwen!" I heard Grandpa say. "Go get dressed!" I walked back around the RV and sat down on the log. "You ok, Ben?" I heard Wes say. I looked up at Mr. Green. "Yeah, Wes," I said. "I'd just wish my cousin could take a joke."

"Maybe you misunderstand her," Wes said, putting his foot on the log. "Please," I said. "You don't misunderstand Gwen." Kai must have told Gwen that I spilled. Now she probably doesn't even want to look at me. I got up and paced the campsite. "Ben," Grandpa walked over to me. I looked over at him. "Perhaps we should put the tents away while Gwen is getting dressed." I smiled weakly. "Ok, Grandpa." I said, reaching for the Omnitrix.

"Ben," he said, grabbing my wrist. "You should save the watch's energy." I guess he was right. Back in the early days of our vacation, I went "cereal diving" as Gwen called it, as Grey Matter, and a little bit after the Omnitrix timed out, the crazy Dr. Animo attacked the Mega-Mart with his mutant frog. I walked over to the RV, and was about to open it, but Gwen opened it from the inside. "Hi." we both grumbled, brushing past each other.

I grabbed the tent bags and walked back outside. I threw one of the bags to Grandpa, and I got to work on one of the tents. As I was working, Gwen walked over to me, with her arms crossed, and I ignored her. "You spilled." she whispered. "So?" I asked, continuing to work. "So nothing," Gwen said. "If we're goin' to make this thing work, you have to keep it a secret." I looked up at her. "There is nothing to work out Gwen," I said. "You've made that clear."

Gwen stared at me, as if she was heart broken. "Go ahead," I said, going back to work. "Yell your real feelings for Grandpa and Wes to hear. I don't care." Gwen cleared her throat. "What?" I asked. "Not enough? Do I need to say more?" I folded the tent, as Gwen whispered. "I never said we couldn't make this work." I looked up at her, as I folded the tent. "Really?" I asked. "With the menacing glare you gave me, you could have fooled me."

I had finished putting up the tent, and I walked back into the Rustbucket. "Come, on Ben!" she said, following me. "I'm sorry! Is that what you want?" I put the tent bag back into the cubboard. "No," I said, walking past her and sitting down at the booth inside the RV. "I want to be left alone." Gwen sat down on the opposite side of the booth. "Ben, I'm not going away." she said. "And neither am I." Kai said, walking in and sitting down next to Gwen.

"Seriously," I said looking up at her. "You, too?" Grandpa Max and Wes walked in. "Ok, kids," Grandpa Max said, walking to the drivers' seat. "We should be at the restaraunt shortly." I stretched, and looked out at the view. "Ben," Kai said. I looked at her. "Will you be a dear, and get me a water?" I smirked, and got up. "Why don't you ask your buddy, Gwen?" I asked, walking away. "You seem to be very interested in each other compared to back in the desert!"

I walked back through the curtains that seperated the cots from the rest of the RV. I laid down on my cot and shut my eyes. I heard footsteps not to far away, and I heard the curtain rustling. I felt a sudden addition of weight to the cot. I opened my eyes to see Gwen had laid down on top of me, and was resting her head on my chest. I put my arm around her back, and thats when I realized she was crying silently. I sighed, and whispered, "I'm sorry."

Gwen lifted her head, and looked at me, tears dripping off her cheeks and hitting my face. I ran my fingers through her fiery, red hair. She cracked a really weak smile. "I'm sorry I pushed you away," she said, sniffling. "And that I can't take a joke." I smiled up at her. "And I'm sorry I told Kai about... well, _us._" I whispered. "She would have found out eventually." Gwen touched her nose against mine. "I suppose." she said. "I understand." Our lips were drawing closer and closer to each others.

"Are you sure Gwen?" I asked, our lips only inches away. "I mean, kissing might feel weird, as we're cousins and all." She nodded. "I'm sure." I took a deep breath, and our lips gently touched. She immediatly pulled away, I mean, from the kiss. "Are you ok?" I whispered. She nodded. "Yeah," she said, lowering her face. "You were right that's all. It felt weird." Our lips touched once again, and no one pulled away this time. The curtain rustled and then opened, and Kai walked in.

We pulled apart, and looked at her, both knowing that she had seen us making out. She made a face, and walked out the way she came. We stared at each other after she left, and we shared a laugh. We touched noses again, and kissed once again.

A/N: So in this chapter, Gwen and Ben had their first mini-fight. But it looks like eerything is fine now, or is it? I'll just let you know that in a few chapters, summer ends and Ben will be going back to school. So, stay tuned. Peace out!


	7. Chapter 7: Animo's Wrath

Chapter 7: Animo's Wrath

"Come on, kids!" I heard Grandpa Max say. "We're here!" Gwen and I had been laying on the cot, until I heard Grandpa say this. I gently pushed Gwen off of me, and I ran out from the curtain. "All right!" I said, running towards the door. "Time for a normal breakfest!" Grandpa opened the door, and we all walked outside, and towards the Dennys restaraunt. Kai walked up to me, and whispered, "I saw you two making out." I stared at her. "Don't tell Grandpa Max or your Grandpa Wes."

"I won't." she said, as we walked through the doors. "Booth for five, please." Grandpa Max said, when he walked up to the man. "We'll see what we have." the man said, walking away. I stood there, waiting for us to be seated. "So," I asked Grandpa. "What else are we doing today?" He shrugged. "Let's see how well breakfest goes." I nodded, and walked over to Gwen, who was staring off into space, or at least, it looked like it. "You know," I whispered into her ear. "You're a really good kisser."

She blushed a deep red, and I giggled. "What are you two laughing about?" Wes said. "Nothing, nothing." I said, spinning around. "Ben," Grandpa said. "It's not nice to laugh, and then not share with your group." I gulped. "Oh," I said. "Well, Gwen just told me a really funny joke!" I heard Kai call me a liar under her breath. "How'd it go, Gwen?" Gwen looked at Kai, Grandpa and Wes. "Well, uh," she stammered still blushing from my compliment. "It weant something like this. What did the duck say, after he ate his food at a restaraunt?" Grandpa looked at her.

"I don't know," he said. "What?" Gwen started laughing. "Put it on my 'bill'!" she giggled, smacking her knee. Wes and Grandpa cracked a few small laughs. "That's pretty good, Gwen." Wes said, still laughing. "You will be seated now." the waiter said, returning to us. Grandpa followed the waiter, as did we. We arrived at the booth, and Grandpa and Wes sat down on one side. I sat down on the other side, and Gwen slid in next to me. Kai sat down next to Gwen, and the waiter asked what we wanted to drink.

"I'll have coffee," Grandpa Max said. "Kids?" I thought for a moment. "Orange Juice for me!" Gwen said. No surprise there, I thought. "I'll take what she's having." Kai said. "Chocolate milk." I said. "Coffee, please." Wes said. The waiter nodded, writing our orders down, and then left us. "So," Wes said looking at me. "What have you been doing since we last saw each other, Ben?" I thought about it. "Well," I said. "A couple days ago, Gwen and I got sucked into one of my video games."

"I remember that." Grandpa Max remarked. "How I used that powder stuff to reveal Ishiyama as an imposter." Kai stared at us, confused. "What are you guys talking about?" I looked at her. "You wouldn't understand," I said. "Sumo Slammer stuff." Gwen elbowed me in the rib. "Er- I mean, it's just stuff about a video game that Grandpa, Gwen and I played together." Gwen smiled in approval of what she had caused. "Oh." Kai said. I yawned, and stretched my arms.

"Eww!" Gwen said, holding her nose. "What?" I asked. "Don't you know what deodarant is for?" she asked. "Yeah," I said, retracting my arms. "I just don't use it." Kai looked at me in disgust. "You are sooo gross!" I rolled my eyes. "So, you guys hunted down a Yeti?" I asked. "Indeed." Wes said. "Back in the good old days with your grandfather." I yawned again. "Two words Ben," Gwen said. "Breath mints." I ignored her. I was still thinking how wrong it was for us to make out in the RV, but it just felt so good.

"Listen," I said, looking at both of them. "I need to use the restroom. Do you mind?" Kai smiled. "Not at all. Do you?" she asked. Gwen elbowed her in the ribs. Kai must have taken that as a warning, because she slid out of the booth, followed by Gwen. I slid out of the booth, and tried not to run to the bathroom. Once I got to the hallway that led to the restrooms, I ran inside the men's room, and hunched over the sink. "What are you doing Ben?" I asked myself, looking in the mirror.

"This is soooo wrong! I can't be falling in love with Gwen! I mean, she's my cousin!" I looked at myself in the mirror, noticing that I was turning green. "What's the matter, Ben?" a familiar voice said. "You look like you're gonna be sick!" I whirled around to see the last person I expected to see this morning. "Kevin!" I said, activating the Omnitrix. "Don't waste your Omnitrix's energy, Benji." he said, walking over to me. "I'm not here to fight you." I looked at him, suspiciously.

"Oh, yeah?" I said. "Then what are you here for?" Kevin put his hand on the Omnitrix, and made the ring go back down. "Listen, Ben," he said, taking his hand off of the Omnitrix. "I came here to give you a warning. As you can see, I'm out of the Null Void and back to normal." I glared at him. "Yeah," I said, putting my arm down. "So what?" Kevin laughed. "So nothing, Benji." he said. "Vilgax isn't the only alien or human out there who wants to harm you and your family."

I raised my Omnitrix arm again. "Don't bother, Ben." he said. "Like I said, heed this warning." And with that he walked out of the restroom. "Ok," I said. "What just happened?" I walked out of the restroom and was stopped by Gwen. "Ben," she said, pecking my lips. "Are you crazy, Gwen?" I asked, gently pushing her away. "Some one might see!" She narrowed her eyes. "Ben," she said, taking my hand in hers. "No one else here knows that we're cousins!"

"Well what if Grandpa or Wes sees us?" Gwen sighed. "Good point." I yanked her towards the end of the hallway. "Come on, we have to go!" Gwen stayed where she was. "Why?" she asked. "We haven't even eaten yet." I pulled her towards the end of the hallway once more. "Gwen, we have to go. I saw Kevin in the restroom." She started laughing, feeling my forehead. "Are you sure you didn't see your reflection funny?" I glared at her. "Gwen, I'm serious!"

"We're still going to eat, though," she said, pulling me out of the hall. "Whatever." I grunted, as she let go of my hand. We walked back to the booth, and Kai got up to let us sit down. I slid back in, and Gwen sat down next to me. I grabbed my glass of chocolate milk, and took a drink of it. I guess the drinks came while I was in the restroom talking to Kevin. "Are you ok, Ben?" Grandpa asked. "You look like you've seen a ghost." I looked up at him, and a chill went down my spine.

"_Loser. Loser._" I heard a voice whisper. I turned around but didn't see anything. I turned back around to face Grandpa. I felt something touch my left hand, and I looked down at my hand. Gwen was holding my hand. I looked at her, her emerald eyes sparkling. Her eyes told me, _it's ok_. I looked back at Grandpa. "Everythings fine, Grandpa." I said, as I tighened my grip on Gwen's hand, not wanting to hurt her though.

"Good," he said, as the waiter came back to take our order. I kinda tuned them out until it was my turn to order. "Uh," I said, looking at the waiter. "I'll take the usual." The waiter raised his eyebrow. "Big talk for a kid such as yourself." he said, as he wrote down the order. He walked away, and Gwen and I continued to hold hands under the table. All of a sudden, I felt a feeling I had never felt before.

I felt what I now call love. Or at least I think that's what it was. I felt as if I never wanted to let go of Gwen's hand. That I wanted to stay like this, forever. "You all right Ben?" Wes asked me. His question snapped me back to reality. "Yeah, I'm fine." I took another drink of the chocolate milk. "Would you believe me if I told you I saw Kevin in the restroom?" I asked Grandpa nervously. He spewed his coffee all over Kai's face. I started laughing uncontrollably. "Wow!" I said, whiping tears from my eyes. "That was awesome!" Kai looked at me angrily. "Glad I could make your day, Ben." she grunted.

"What did you just say?" Grandpa asked. "Trust me Grandpa," Gwen said, obviously defending me. "He's not running a fever or anything. I checked." Grandpa Max raised an eyebrow. "Lower the suspicion a bit, Gwen." I hissed softly, so Grandpa and Wes wouldn't hear me. "You saw Kevin?" Grandpa asked. I nodded. "If he had tried to attack me, I wouldn't be here right now." I said. "Then what did he do?" Grandpa asked. "Whoa, whoa, whoa." Kai said. We all looked at her. "What's going on here? Who's Kevin?"

"Kevin Levin." I said, looking over at her. "Human energy sponge. Attempted to absorb the Omnitrix's energy, and ended up mutating his entire body." I looked at Gwen. "You summed that up pretty well, Ben." she said. "Thanks." I said, gruffly. Her emerald eyes filled up with confusion. Then they resolved, and she realized I was trying to cover us. "Well, Ben?" Grandpa Max asked. "Oh, right!" I said, refocusing my gaze on him. "He gave me a warning." Grandpa Max raised his eyebrow again. "What kind of a warning, Ben?" he asked. "He said that Vilgax wasn't the only alien or human out there who wants to harm me and my family." I said.

"Then he just walked out." Grandpa reached out to feel my forehead, and Gwen and I freaked out. Well, not physically. We quickly let go of each other's hands. The back of Grandpa's hand touched my forehead and he frowned. "No fever." he said. "He's telling the truth." I shook my head, and flapped my hands around. "Who said I wasn't telling the truth?!" I said, angrily. Gwen took my hand in hers. "Take it easy, Doofus." she said, letting go of my hand. Gwen took a drink of her orange juice, and I looked out the window.

My eyes widened, as I thought I saw something. I rubbed my eyes, and opened them again. "Must of been a trick of the light." I said, under my breath. I grabbed my glass of chocolate milk, and starting guzzling it down. "You should really try working on your diet." Gwen said. I turned to her. "Excuse me?" I asked, chocolate milk dripping down my chin and onto the seat. "Your diet." Gwen said, grabbing my napkin. "It stinks." I laughed. "You worry about your body, I'll worry about mine. 'Kay?" I said. Gwen whiped the chocolate milk off my chin, and I pushed her hand away.

"Why are you helping me?!" I said. "What gives?" Wes reached over and grabbed my shoulder. "Ben," he said. "Be nicer to your cousin." I glared at him. "Why should I?" I asked, taking my napkin from her and putting back on my side of the table. "She isn't nice to me." Wes raised an eyebrow. "Really?" he asked, tilting his head. "She seems plenty nice to you." I looked over at Gwen, who was blushing a deep shade of red. "I only look out for him, because if he doesn't change his ways, he'll end up growing up to be alone, and a jerk!" she protested.

"Your meal, guests." We all turned, to see the waiter standing there with our food. "Oh," Grandpa Max said. "Thank you." The waiter handed out our plates and when I got handed my plate, it was a big meal. "Big talk for a kid like you." Gwen said, mockingly. On my plate was some ham, pancakes, eggs, sausage, and bacon. And hashbrowns. Don't forget the hashbrowns. "Well," I said, picking up my fork. "Better dig in." I cut up a piece of ham, and was about to put in my mouth, when there was an explosion outside.

"I guess I never get a break." I sighed, putting my fork down and activated the Omnitrix. I turned the Omitrix to Upgrade, and slammed down on it. "Let's just get this over with!" I said, breaking through the window. I ran over to the source of the explosion, and saw a gaint frog. "Animo." I groaned. "Well, at least this guys easy." The frog hopped over to me, and Dr. Animo looked down at me. "Aw, Tennyson!" he said, cracking his knuckles and activating his wajta-ma-call-it-and-mutate machine. "I thought I'd find you here!" I dodged out of the way of beam, and turned into a stream of Upgrade goop.

I jumped up and took control of his mutation device, and made it fall apart. "Why is it always easy?" I said. I transformed back into normal Upgrade. _XLR8,_ I thought. I turned into XLR8, and spun around Dr. Animo, making a tornado around him. He spun around on his frog after I stopped spinning, until he fell of his frog, passed out. _Ben,_ I thought. Back to breakfast, I thought. I glared at the passed out Dr. Animo, and kicked him for ruining my breakfast. I walked back over to the broken window, and Grandpa and Gwen helped me back in.

"That was fast." Gwen replied, after I had sat back down and started eating. "Dr. Freako almost ruined my, I mean _our_ breakfast." I grunted, my mouth full of ham. "Well, I can say you're learning Ben." Grandpa Max said proudly. "Maybe you're finally taking the Omnitrix seriously." I groaned and continued eating.

Later that day...

"Hey, Ben." I looked up from my handheld Sumo Slammers game to see Gwen standing in front of my cot, smiling. "Oh," I said, going back to my game. "Hi, Gwen." I continued playing without noticing Gwen. "You know I'm here right?" she asked. "Yeah, so. what's your point?" I asked. "Why play your video game when you could be kissing a girl?" she asked. "Try being a reject from a crush," I said, still playing. "I don't count." Gwen stepped forward and took my game from my hands and sat it on the covers. "You do to me, Doofus." she said, grabbing me and kissing me.

I was taken back from the kiss, but accepted it nonetheless. We continued to suck faces for thirty seconds, and finally pulled apart. "Wow, you are such a good kisser." Gwen whispered, smiling. "Listen Gwen," I said, taking her hands. "I've been thinking about how weird our relationship is, with us being cousins and all." Gwen looked at me. "Ben, it's not really wrong for us to be together." she said, rubbing my cheek. "There are states out there that accept cousinal marriage."

I sighed. "Yes, yes," I said. "I know. But that's not what I'm getting at." Gwen looked confused. "Then what are you getting at?" she asked. "Gwen," I said, tightening my grip on her hands. "Our relationship is wrong on so many levels. What if Grandpa o our parents caught us?" She looked even more confused, and a few tears were forming in her eyes. "What are you saying Ben?" she asked, beginning to cry a little bit. "I can't do this Gwen," I said. "I just can't do this."

"You-you don't want to be with me?" she asked, starting to cry. "No, Gwen!" I said. "I really do. But since we're cousins, it's to weird for me to handle. I'm sorry." Gwen continued to cry. "I promise that I will always be here for you," I whispered, flicking a strand of her fiery red hair out of her eyes. "I promise I will always be your friend." She looked up at me, sniffling. "Only a friend, Ben Tennyson?" she asked. "That's all I have to give." I said, pulling her closer and hugging her tight. After ten or fifteen seconds of hugging her, I let go and stood up. I walked through the curtains, and out of the RV, not sure what was next.

A/N: So, thats it. This isn't the end. Even if it looks like it. In fact, this is just the beginning... In the next chapter, Ben will return home. Stay tuned.


	8. Chapter 8: Goodbye For Now

Chapter 8: Goodbye For Now

9 Weeks Later...

That day was 9 weeks ago. Since then Grandpa, Gwen, Wes, Kai and I have been on the road having fun and kicking bad guy butt. But that was coming to an end. A week ago, Wes and Kai had gone their seperates ways, leaving just me, Gwen, and Grandpa. I still remember the day I told Gwen the truth. A few hours after I had talked to her, she came to me. She told me she could accept us just being friends. But her eyes told me I had broken her heart, and she would never be whole again.

My days as hero were also coming to an end. As I think this, Grandpa is driving Gwen and I back to our houses, starting with me. I was hoping to play hero again next summer, but Grandpa Max had crushed my hopes. "I can't wait to go back to being alien hero next summer!" I had said. "There isn't going to be a 'next summer', Ben." he had told me. "Why?!" I had asked him. "I have plumber business on the other side of the world," he had said. "I'll be gone up to four years."

Four years! Four summers without getting to go hero! Four summers with no Grandpa! Or Gwen. Me and Gwen are no longer in a relationship. Well, we never really in one. But we consider each other to be best friends. "I can't believe this!" I grumbled. "Four summers! No going hero!" Gwen groaned from her laptop. "Please Ben," she said. "Your giving me your world famous Doofus headache!" I stared at her. "How can you not see it?" I whispered to her. She looked up from her laptop. "See what?" she whispered back, leaning forward.

"Four summers without you!" I whispered. Her eyes gleamed sadly, then went back to normal. "Get over it Ben," she said. "You'll just forget about me." I got up and walked over to her side of the booth, and sat next to her. I gripped her hand. "Gwen," I whispered. "You're my best friend!" She looked sad again. "So are you, Ben." she said, gripping my hand tighter. I pulled her into a hug. "At least we have these final moments." I whispered. "I love you." she whispered. My eyes widened as we pulled apart.

"As a boyfriend?" I asked. "Yes," she said. "But since we can't have that, I can love you as a friend." I nodded. "That's true." I said. "Come on, Ben!" Grandpa said. "We're here!" I looked at Gwen sadly. "Well," I said, getting up and helping her up. "Here we go." we said in unison. I walked out of the Rustbucket and into my front yard, where my mom and dad were waiting. "Ben!" they called in unison, running over and hugging me.

"Hi, Uncle Carl," Gwen said. "Aunt Sandra." They looked up at her. "Hi, Gwen." my dad said. "Hope Ben wasn't a nuisance to you this summer." Gwen smiled. "Actually," she said. "He wasn't that bad." My mom cleared her throat. "Well I'm glad." She eyed the Omnitrix. "What's with the kooky watch?" (Yes, I used "kooky". Get over it!) I looked up at her. "Oh, this thing?" I asked raising my Omnitrix hand. She nodded. "I won it from an arcade in Florida."

"Does it do anything?" my dad asked. "Actually," I said. "When you press this button and move the ring it can turn me into an alien." Gwen elbowed me. "Ben..." she whispered. "No, seriously." my mom said. "What does it do?" I dropped my arms. "Nothing," I said, sighing. "It's just for decoration." They nodded. Grandpa let out a sigh of relief. "Hey, dad." my dad said, greeting Grandpa. "Hey son." he said, waving. "Hope you didn't get these kids into too much trouble this summer." Grandpa laughed. "Not at all." he said.

"Well," Grandpa Max said, putting his hand on Gwen's shoulder. "I promised Natalie that I'd have Gwen home in an hour. So, we should probably get out of your hair." They walked, back to the Rustbucket, Grandpa walking in first. "Bye, Gwen!" I said, trying to hide my sadness. Gwen stepped up on the first step, hesitated and then did something that surprised me, and probably my parents as well. She whirled back around, and ran back to me, crushing me in a huge hug. It surprised me even more when she nuzzled the front of her face in my shoulder.

After a few seconds, she let go and ran back into the RV, not looking back. The door closed, and the Rustbucket took off. "What happened this summer?" Mom and Dad asked in unison. I looked at them. "Gwen and I became best friends."

A/N: I'm very sorry that this chapter was extremelyyyyy short. There will be longer chapters, I promise. I can say in the rest of the chapters Ben will say the names of his aliens when transforming. In the next chapter, Ben will lose something very dear to him. I'll give a hint. It's not Gwen! Stay tuned!


	9. Chapter 9: Losing Control

Chapter 9: Losing Control

Disclaimer: I DON'T own Ben 10

A/N: Ok, here goes. Sorry, again, in advance about the last chapter. It wasn't originally meant to be soooooo short. So, please bear with me. Before you read ANY of this chapter, take note of this: the following chapter isn't going to be very action packed, but suspenseful. It is required that you read this chapter to understand the next chapter. Also, this chapter was originally supposed to be a BIG chapter, but I split it up, due to issues with the content in the original design. So, again: bear with me, and enjoy!

"Here we are, Ben." my mom said, opening my door. "Just as you left it." I looked at the pigsty of a room I had. "Please hon," my mom said closing the door. "Clean this up!" I grinned after she was long gone. "No problem for XLR8!" I said, activating the Omnitrix. I turned the ring to XLR8, and slammed down on it. A green flash engulfed my body as I made my transformation. "Ditto!" I said. I looked at myself after the green was gone, and I saw two short, stubby, black legs. "What?" I said, looking in the mirror. "I wanted a speed demon! Not a clone generator!"

I then smiled. "That gives me an idea!" I said, rubbing my chin. "Ditto can generate clones of himself! So, I make five, or twenty clones and get my room cleaned quickly! Genius!" I concentrated really hard, and seperated into 19 different versions of myself. The 19 other clones of myself greeted and shook hands with one another. "Hey, guys!" I said, over the noise. They all turned and looked at me. "I need help cleaning up my room! You're me, so you should already know this!"

They all looked at each other, shrugged and got to work. I laid down on my bed, and waited five minutes. I looked down and saw my room was spotless. I grinned. "What elso could I do with you guys?" I asked. I looked down on them, all standing in line. "Back in." I said, as I thought my name. The 19 copies of Ditto flew back into me, and I changed back to myself. I turned my TV on, and fired up my game system. "Never thought I'd miss my Dweeb of a cousin." I sighed as I played away.

Out of nowhere, the Omnitrix started beeping. "Shut up," I hissed, while playing. "I'm about to get my high score!" The Omnitrix started to beep once more, and I paused the game. I put my controller down and looked at the Omnitrix. It was glowing green, and the alien selector was spinning nonstop. This doesn't look good, I thought. All of a sudden it stopped spinning and the ring pressed down on it's own. "Uh-" I started as a green flash engulfed me.

The green subsided and I looked down at myself. "Diamondgax!" I said. My body was Vilgax's body, with Diamondhead shards growing EVERYWHERE. "Alien mutations again! What's going on?" Another green flash occured and I transformed into another bizarro mutation. "Arctitto!" I said, after the green disappeared. I had Ditto's body type, but Arctiguana's reptilian skin and powers. "Now I feel like Kevin!" I grumbled. "Go back to Ben!" I hissed. Green flash.

"Wildchuck!" I said. "Come on! I said BEN!" What is wrong with this thing? First Diamondgax, then Arctitto, and now Wildchuck! "Oh, if my parents find out about this, they'll think I'm a freak!" I groaned. Green flash. "Wildmummy!" I said. I had the alien mummy's body, but Wildmutt's arms and legs. "Ben!" I heard my mom call. "Dinner!" Crud, I thought. "Not now!" I groaned. "Be right there!" I called, making my best Ben impression, since my alien voices were different. "This makes me feel like Dr. Jakyll and Mr. Hyde!" I gasped, running my claws along my paper thin skin.

"Let's see," I said, tapping the crest on my head. "Maybe if I call out a combination?" I cleared my throat. "Benblast?" I asked. "I transformed back to myself. "All right!" I said, crossing my arms. "Back to normal!" I ran out the door and to the kitchen. Little did I know, my troubles were just beginning. I sat down on the dinner table, and waited for my mom to hand me my plate. She put a plate full of spaghetti in front of me. "All right!" I said, grabbing my fork. "No toasted slugs, beetle legs, or none of Grandpa's cooking!"

I started shoveling spaghetti like there was no tomorrow. "My, my," my mom said, as she and dad sat down. "You must be hungry!" I looked up at her, slurping a noodle through my lips. "Are you kidding?" I asked, laughing. "If this were something Grandpa made, he would have snuck marinated meal worms in!" Mom made a face, and said, "Your father's an interesting cook, Carl." My dad let out a small laugh. "You bet, hon." he said, starting to eat. "He was always trying to get me to eat all sorts of weird things."

"Like what?" I asked. My dad put a fork full of spaghetti in his mouth. "Oh, don't even get me started!" My Mom cleared her throat. "All right you two," she said. "Let's get to eating." I nodded, and continued to eat. "You ok, Ben?" My Dad asked me. "You look kind of glum." I looked up at him. You wouldn't believe me." I said. My Mom laughed. "Try us honey." she said. I sighed. "Ok," I said. "I miss Gwen." My dad raised an eyebrow. "You're right," he said. "I don't believe you." I rolled my eyes. "Told you!" Mom grabbed my shoulder. "Ben, no rolling your eyes at your dad or me." I looked at her. "Sorry." I said, going back to eating.

My dad started sniffing the air. "Hey," he said, putting his fork down. "Do you smell smoke?" I looked around, sniffing the air. I actually smelled it, too. I put my fork down, and looked down at my pants, to see them smoking slightly. What the heck, I thought. What's going on? "Mom," I said, looking up at her. "May I be excused the the restroom?" My mom nodded. "You may." I smiled. "Thank you." I got up and walked slowly until I was out of the room, then I broke into a run towards the bathroom.

I walked in, and closed the door behind me. "What's going on here?" I said, pulling my pants down. I expected to see my Sumo Slammer underpants, but what I saw startled me. My lower body and all the way to my lower abdomen was made of those molten rock things that make up Heatblast's body. "Ok," I said, feeling the molten rock, and hissing in pain. "That's just weird!" I thought for a moment. "Vilben?" I thought, testing if my voice affected my mutation. All of a sudden, I grew a few inches taller, and my legs became metallic.

"Ok," I said. "That's great. The Omnitrix is mutating me!" I thought of the best combination, that wouldn't draw too much attention to myself. I then looked down, to see that my mutated form had ripped my pants in two. "Not good, not good!" I said, thinking of another combination. "Um," I started as I scratched my chin. "Benvine!" My legs shriveled up, and a few green tendril like apendages split out of my other two legs. "Ok," I said, crossing my arms in frusteration. "This will never work!" I touched the vine legs, and shook my head.

"Benfly." I said. My legs turned back to normal, but I felt weird. I turned around, and looked over my shoulder at my reflection. I saw Stinkfly's wings had ripped out of the back of my shirt. "Great, now I need a new shirt!" I grunted. I thought about other combinations. "Uh, Benchuck!" The wings in my back retracted back into my back and I felt normal. I felt my butt for the tail that Upchuck had, but didn't feel anything. I looked in the mirror and opened my mouth. A long, greenish tongue tumbled out of my mouth. I shook my head, not amused.

"Benfreak!" I said. My tongue disengrated, and my two legs merged together into a long tail. "Now I'm a freak, half ghost!" I sighed. "Maybe if Gwen was here, she'd be able to help me." I thought for a minute. Suddenly, I got an idea. "Bentitto!" I said. I turned back to my normal self, and quickly went to my room and changed back into my clothes. "Ben!" I heard my mom's voice. "What's taking so long?" I panicked. "Be right there!" I called.

I ran back into the kitchen and sat back down. I started eating again. After dinner, I got ready for bed, since tomorrow was the first day of school.

About 2:30 A.M...

I woke up at about 2:30 A.M, thinking that someone was watching me. I sat up in my bed, and looked around my room, but didn't see anyone. "Ahem." a voice said. I jolted further upright, tossing the familiar Galvan that was sitting on my bed. After I caught my breath, I said, "Jeez, Azmuth, it's 2:30 in the morning, what are you doing here, in my house?" Azmuth regained his balance and walked over to my exposed Omnitrix hand.

"Maybe the better question Benjamin," he said, examining the alien watch. "Is what have you been using the Omnitrix for?" I looked at him in the moonlight. "Nothing. Kicking bad guy butt, and the usual." He narrowed his eyes at me, as he took the kit he had on his back. "Ok, Mister Tennyson." he said. He opened the kit after he put in on a stable position on my covers. "Let's see if the Omnitrix tells the truth." He took out a weird key looking thing, and put the tip in a very small hole in the Omnitrix.

"Keep it, down!" I hissed, as the ring popped up further than it was supposed to go. "My parents are sleeping!" He ignored me, as the alien selector divided into two different parts, and a holographic spiral-like thing sprang up from the ring. "What is that?" I asked. Azmuth looked at me. "Ben, you seriously don't know what a DNA Helix is?" he asked. I stared at him. "I'm ten years old, I don't even know what my thing is for!" I protested. "Ok, that's enough!" Azmuth hissed in frusteration. "I've never seen this part of the Omnitrix before!" I said.

"Of course, you haven't," Azmuth said, reaching into the Helix. "Only an intellectual being such as myself can unlock the Omnitrix's DNA Sequence!" I rolled my eyes as he pulled parts of the Helix out. "It seems the DNA samples have some how merged." he said, pulling them apart one by one and putting them back in the Helix. "I've reconfigurated the DNA samples of the Petrosapien, Chimera Sui Generis, Polar Manzardill, Splixson, Florauna, Gourmand, Thep Khufan, Vulpimancer, Pyronite, Lepidopterra, and Ectonurite." I stared at him, brain dead. "In English, please?" I asked.

He sighed in irritation. "I've fixed the aliens you call 'Diamondhead, Bengax, Arctiguana, Ditto, Wildvine, Upchuck, Benmummy, Wildmutt, Heatblast, Stinkfly, and Ghostfreak." he said, in slow motion. I narrowed my eyes. "Thanks, I'm not a five-year-old." I grunted, in anger. "Well, you acted like it." he said, repacking his kit. "Look," he said, closing the kit and putting back on his back. "The Omnitrix should be fine now. But, just to be safe, try to avoid activating it for at least 24 hours."

"Yes, sir." I groaned. He narrowed his eyes. "I'm serious Ben," he said, closing the Helix, and pushing the ring back into place. "If you activate the Omnitrix in less then 24 hours, it could have unintended consquences, and there will be nothing that I can do." I sighed. "Trust me," I said. "I'll do what I'm told." Azmuth sighed. "That's what scares me, Ben," he said, activating something on his tiny wrist. "Good night." He started to disappear. "Good night." I said to the darkness, before going back to sleep.

A/N: Well, do you think Ben will follow Azmuth's warnings? Is he up to no good? Find out in the net chapter! Also, this fanfiction is non-canon with the original Ben 10 storyline. Just in case you didn't know.


	10. Chapter 10: Retirement

Chapter 10: Retirement

I woke up to my alarm going off. My eyes snapped open, and I turned off my alarm. I got out of my bed, and stretched. I took off my top, and put on my casual black striped shirt. I put on my new pair of blue jeans that I got over the summer. I walked out of my room, and into the kitchen. "Morning, Honey." My mom said, pecking me on the cheek. "Uh, uh-huh." I grunted. "What's the matter, Ben?" she asked me, walking over to get the toast out of the toaster.

"Uh," I grunted, sitting down. "Do I have to go to school?" I asked. My mom smiled sadly, and walked over to me. "Sorry, Hun." she said, patting my shoulder. "As much as I want to keep you home, you have to go to school." I looked up at her. "But, Mom-" She glared at me. "But, nothing Ben!" she said, walking back over to the fridge and getting out the orange juice. "Now, you'll be eleven in a couple months, and you will start acting like a young adult!"

"Uh, fine!" I groaned, as she stuck a plate of food in front of me. "Eat." she said. "Your bus comes in 10." I looked at her. "Can I walk to school?" I asked. She furred her eyebrows, surprised. "Is that what you want?" she asked. I nodded. "Ok," she said, leaving the room. "Hurry up and eat! The school is only a few blocks away!" After she was gone, I grinned. "Not for XLR8!" I said, stuffing a piece of toast in my mouth, and washing it down with some orange juice.

I ate another piece of toast, and drank the rest of the orange juice. "Maybe the fifth grade won't be so bad." I said, getting up, and taking my dishes to the sink. I walked back into my room, and made my bed. I opened my closet, and took my school bag out. I put it on my back, to get school forms for the day that my parents need to sign. I walked out of my room, and closed the door behind me. "Bye, mom!" I said, heading for the door. "Bye, Ben!" I heard my mom's voice down the hall. "Try and have a good day!"

"Oh," I said, walking out the door. "You have no idea!" I walked down my driveway, and took a breath of the cool morning air. "Probably, not in my best interest to go alien right here in my front yard." I said, beginning to walk towards the end of my street. After I got to the end of the street, I activated the Omnitrix, despite Azmuth's warnings last night. "Going XLR8!" I said, grinning and turning the ring to XLR8's silhoette. I slammed down on the Omnitrix, but all I got was the time out sequence. "Come on!" I said, repeatedly smacking the Omnitrix. "Whose side are you on?" I asked, smacking the watch against a pole.

I stopped attempting to go alien, and let it deactivate. "Forget it." I said, starting the long walk. "Guess I'm walking."

Ten to twenty minutes later...

I finally stopped at the beginning of the school's street. "F-f-finally!" I said, catching my breath. I walked up to the school's entrance and walked in. "Wonder how bad the year will be?" I asked myself. "Can't possibly be any worse than it already is with J.T. and Cash always prowling the school for new blood." I walked down the hall, and towards my classroom. I walked all the way to the end of the hall, and down the next hall. I stopped at the door, where the teacher, I guess was waiting.

"It's Mr. Hal, isn't it?" I asked the teacher. He looked down at me. "I'm Ben Tennyson. I'm in your class." He looked at the clipboard on his hands. "Tennyson, Tennyson." he grunted, running his fingers along the page. He frowned and turned it over to the other side. "Tennyson, Tennyson. Ah, here it is! Third seat, fourth row." I smiled in return, and walked in and took my seat. "Maybe this won't be so bad after all!" I said, grinning.

No such luck. "Well, look what the trash dragged in!" I looked up to see J.T. and Cash, my bullies enter the room. "Oh, no!" I gulped. "Oops, I forgot Tennyson. You are trash!" Cash said, walking over to me, J.T. not far behind him. They pulled me out of my seat, and flipped my upside down, and started shaking me. "Hey, put me down!" I said, punching at the air. "Wimp!" J.T. said. "Sorry, Tennyson, we have to make up for lost time!"

"Hey!" I heard Mr. Hal's voice. "Break it up, you two!" He said, wallking in. "You two haven't been in my class for even fifteen seconds, and you're already in trouble!" They dropped me on my back. "Ow." I grunted, after getting up. "Gee, sorry Mr. Hal." Cash said. "We were just messing with the squirt." He glared at the two. "Jusst go to your seats!" he hissed, through gritted teeth. They hung theire heads, and walked to the opposite side of the room. "You ok, Ben?" Mr. Hal asked after they were gone. I nodded. "Good." he said, walking away.

I sat my head down on my desk, and slept until class started. I heard the bell ring and all the students shuffled in. I sat up and waited for class to start. Mr. Hal walked in, and wrote his name on the whiteboard and underlined it. "Good morning class." he said, putting the cap back on the marker he was using. He turned around and sat down on an empty desk. "I'm Mr. Hal." he said. "And on behalf of the Bellwood School District, welcome, to your fifth grade year at Bellwood Elementary School." I heard J.T's voice. "Do we need an introduction?" he asked. "Do I need you in this class?" Mr. Hal asked. That shut him up. "Ok class, this year we will be focusing on your multiplication and division skills, and exceptional literature. Also, you are fortunate enough to be put in class with the teacher who will cover early earth history and astronomy."

He got up from the desk, and walked over to his desk, and took out a box of freshly sharpened pencils. "Ok," he said, opening the box. "I'm going to pass out these pencils, and then we will start your first assignment." He walked around the room, placing the pencils on the desks. He walked over to his desk and grabbed a stack of worksheets. "Ok," he said, walking to the front of the room. "On this worksheet, you will tell me a little bit-" Mr. Hal was interrupted by a knock at the door. He sighed, and put down the worksheets on an empty desk. "Excuse me." he grunted, walking to the door.

He opened the door, and said, "You're late." Late student, go figure, I thught. I won't give this any thought. I closed my eyes and slumped down in my seat a bit. "Class we have a late student." Mr. Hal said, as I heard him walk back into the classroom. When I heard the student's voice, I snapped my eyes open. "Hi," she said. "I'm Gwen Tennyson." I looked over at Gwen, who didn't see me yet. "Gwen?" I asked, under my breath.

"Welcome, Gwen." Mr. Hal said, "You may take a seat over there behind Ben Tennyson." he pointed over to me. Even worse. I gulped. Our eyes met, and we shared an ackward silence as she walked over and took her seat behind me. "As I was saying before we were interrupted," he said, eyeing Gwen. "You will tell me a little bit about yourselves on this sheet of paper. This is not a test. Well, it is for you I guess. There are no wrong answers, since it's about you." He walked around the room passing out the sheets. When I got mine, I started immediatly. Name? That's a trick question. Benjamin Tennyson, I wrote on the paper. "Yes, Gwen?" I heard Mr. Hal's voice. I looked up, slightly. "I don't have a pencil, sir." she said. "Sir?" I asked under my breath. "That's typical of you." Mr. Hal took out a box of pencils, and took one out, and held it out. "Well," he said, waving it. "What are you waiting for? Chinese New Year? Come get it!" I heard Gwen get up, and she walked past me.

She took it from him, and turned back around. Don't make eye contact with me, don't make eye contact with me, I pleaded in my thoughts. She made eye contact with me. We shared an ackward glance, as she walked past me. I continued writing, praying that she wouldn't attempt contact with me. This time, apparently luck was on my side. Hobbies? Playing video games. Talents? None. Favorite songs? None. I felt the tip of a pencil poke me several times in the back. Here we go, I thought, somewhat irritated. I turned around and looked at Gwen. She waved at me. I was confused. I looked back behind me, and then looked back at her. I smiled casually, and waved, and turned back around.

"Talk about creepy," I said, under my breath. "What is she even doing here? Not that I don't want her here, but still." I thought about this, and finished up my sheet. I raised my hand. Mr. Hal looked up after a few seconds, and said, "Yes, son?" I was confused by the nickname, but then remembered that it was the first day, and he didn't even know our names yet. "I'm finished, do I-" I started to ask him what to do, but he interrupted me. "Keep it," he said, raising his hand, gesturing me to stop. "Just sit there for a few minutes, everyone else will be done soon." I sighed, and turned my paper over. "Yes, sir." I grunted silently, putting my head down. After a few minutes, I heard Mr. Hal's voice. "All right class," he said, as I lifted my head back up. "Everyone in here is going to introduce themselves, and tell us something they did this summer. No interruptions, please." Great, I thought. I hate this part of the first day. I sat back in my chair and listened to the students come and go. "Ben Tennyson." I heard my name called, and I got up and walked to the front of the classroom with my sheet.

"Uh, hi," I started. "Boo! Do you even rehearse this?!" I heard Cash booing me. Mr. Hal got up, looking pretty mad. "What did I say about interrupting?" he asked, angrily. Cash looked pretty scared, and slumped back in his seat. "Continue." Mr. Hal said, sitting down. I cleared my throat. "My name's Ben Tennyson," I said. "This summer, I went around the U.S. with Grandpa Max." Mr. Hal nodded, and motioned for me to sit down. "Gwen Tennyson." he said. Gwen got up from behind me, and walked up to the front of the room. "Hi, my name is Gwen Tennyson." She eyed me. "No relation to him." she said, pointing to me. I breathed a sigh of relief. "This summer, I hung out with my Grandpa and annoying cousin." Oh, so I'm annoying, I thought. I shrugged. "Than you, Gwen," Mr. Hal said, getting up. "You may sit down." She nodded and walked back over to her seat.

After a few more people went, Mr. Hal got up at the front of the room, and said, "All right class, as part of the school's rules, you guys have to go down to the library and get your reading textbooks checked out. So we're going to go do that. Everyone get in a single file line. And let's go. No talking in the hallways." So, we all got up and got into a line. I was hoping to be the last person in line, but knowing my luck, Gwen got in line directly behind me. "Great." I said, under my breath. We left the classroom, and went to the library.

We walked in and took our textbooks off the cart. We all waited in line, until in was my turn. I handed Mrs. Whitcam, the librarian, checked it out to me in Mr. Hal's name. "Have a good year." she smiled. I grunted in response, and left. Gwen was next, and she got checked out. "Have a nice year." Mrs. Whitcam said, smiling. "Thanks," Gwen said, walking away. "You too." I scoffed. "That is so typical of you." I said. Gwen turned to me, glaring. "What?" she asked, slugging me in the arm. "That I remember to be nice? Yeah, how typical of me! Typical that you forget people exist." I laughed. "Excuse me, if I hate school." I said, crossing my arms over my book.

"Well," Gwen said, countering my words. "I happen to like school. I want to get a good education!" I glared at her. "You wanna go?" I asked. "Let's go!" Gwen rolled her eyes. "Let's not go." she said. "What do you have against me?" I hissed at her. "This summer, I had a lot of things against you." she said, lowering her voice to whisper. "Until I got a crush on you, and you rejected me!" I looked around, but no one was looking. "I didn't reject you, Gwen!" I whispered. "We're cousins! The love life we would have ended up sharing would have been weird!" She looked at me, sadly. "As far as I'm concerned Ben," she said. "You rejected me!" With that she slapped me across the cheek. I held my left cheek, and looked up. "Did you really have to do that?" I asked, but she was already gone.

I sighed and walked back to the line, getting ready to go back to class. "All right class," Mr. Hal said. "Let's head back." We walked out of the library and to the classroom.

Later in the cafeteria...

I sat down for lunch, and sighing. "Well," I groaned, digging into my turkey sandwhich. "This is a great first day of school. Gwen won't talk to me. And it's a half day, so that's always good." I continued eating, and I heard a voice. "Whatcha got there, Tennyson?" Cash. Just what I need. "Turkey sandwich. Go away." They laughed. "Go away?" J.T. asked, scratching his chin. "I've never heard of it. Hey, Cash let's see if Tennyson can chug milk." Uh-oh. I tried to get out of the way, but Cash pulled my head back, and held me like that. "Let 'er rip, J.T!" he said. J.T. opened the carton of milk, and dumped it down my throat. I started gagging as I threatened to puke. The milk stopped coming, and Cash said, "Let the kid have his turkey!" Then I felt J.T. shove the last of my sandwich down my throat. "Have a great day!" Cash said, smacking me in the back, sending me flying forward.

I gagged hoarsly, and tried to cough of the piece of sandwich stuck in my throat. I started hitting my chest, and finally bent forward, and coughed up the sandwich, and the milk I didn't swallow poured out. I gasped for air, and sighed in relief. "Oh, god," I said, breathing fast. "I hate those guys." I held and massaged my throat after the frightening ordeal it went through. The cafeteria should really have monitors for stuff like this. I sat back and waited to be dismissed to recess. I looked across the table, where Gwen gave me the evil eye. Five minutes later, we were dismissed to recess. I didn't really like playing on the playgrounds equipment, so I just sat on one of the many benches they had out there.

I was sitting there, messing with the Omnitrix, when Gwen sat down next me. I let out a groan. "What?" I asked. "Come back to hit me some more?" She slugged me in the arm. "That," she said. "And I don't have any friends in this place." I raised my eyebrow. "I count as a friend?" She scoffed. "As if, but if I'm near you, maybe your bullies won't try again." I looked at her, not interested in the Omnitrix anymore. "You saw what happened at lunch?" I asked. She nodded her head. "Yes." I stared at her, horrified. "If you saw what was happening, then why didn't you try to stop them?!" She shrugged. "I thought it'd teach you a lesson," she said. "But when I saw how it got horrible when they tried to choke you with a chicken sandwich, I thought about interfering." I rolled my eyes. "Sure," I said, going back to messing with the Omnitrix. "And it was a turkey sandwich, by the way."

"Whatever!" she exclaimed. "What's wrong with the watch?" I looked at her. "Since when do you care?" She crossed her arms, and looked away. "Fine," she said, getting up. "I don't care!" She started to walk away, but I sprang up and caught her by the shoulder. "Ok, ok!" I said, apologetically. "For once, I'm sorry, Gwen." I took my hand off her shoulder, and she turned around to face me. "So, what is wrong with it?" I looked at it, as it glowed recharged green. "Uh, well, see that's complicated." I said, rubbing my neck. "Last night, after Grandpa took you home, I used Ditto to clean up my room. And after I was done, I started playing video games, and the watch started beeping. And then, I started transforming into mutated versions of my aliens." She rolled her eyes. "What did you do?" she asked, crossing her arms. "I don't know! Even Azmuth didn't seem to know what happened!"

"Azmuth?" Gwen asked. "As in Azmuth, creator of the Omnitrix?" I looked at her, annoyingly. "Hello?" I asked, waving my hands. "What other Azmuths do we know? I mean, yes! That Azmuth. He pulled up a DNA Helix from the Omnitrix's database, and he found the problem. He said that the DNA samples had somehow merged." She yawned. "Ok, I guess that makes sense." All of a sudden, I heard an explosion across the street. I looked over and saw a familiar levitating figure in a red cloak. "Hex!" Gwen exclaimed. "And where the's a Hex, there's probably a Charmcaster!" I said. "Well, I'm sure the police can handle this." I started walking away. "Ben!" Gwen called, running after me. "What do you mean by that? Go hero!" I turned around. "I can't!" I said, pointing at the Omnitrix. "The Omnitrix isn't working!" Gwen glared at me. "Just try!" I sighed. "Ok," I said, grabbing her wrist. "Let's get closer!"

We ran over to the opposite side of the playground, and jumped the fence. "Are you sure this is a good idea?" I asked her, regarding the fact that we were now skipping school. "Not really," she said, as we ran towards an alley. We stopped on the alley and I grabbed her hand. "No, Gwen." I said. "What?" she asked, glaring at me. "Gwen," I said, looking her in the eye. "This is my fight. And as much as I hate saying it, YOU are my best friend. I realized that this summer. And I don't want you getting hurt." She looked at me, her eyes full of sadness. "Ok," she said, pulling away. "Go, but be careful!" I snickered, as I activated the Omnitrix. "Duly noted." I said, as I selected a random alien.

"Here goes nothing!" I said, slamming down on the Omnitrix. I started to grow a weird fungus up my arms. It started to grow up to my head, and when the flash subsided, I stood there as Wildvine. "Wildvine! Today isn't my lucky day." I said, smacking my forehead, as I wobbled out of the alley. "Tennyson!" I heard Hex's voice. "I've been expecting you!" I heard him mutter an incantation, and I started floating off the ground. "This isn't what I need right now!" I said, struggling to move my frozen limbs. He used his power to throw me across the street, and into a building. I got up, and walked over to him, being unnoticed, and slapped him around with my tendrils.

"You know Hex,"I said, continuing to slap him with my tendrils. "There's thing called 'Don't let your guard down!' And you just did it!" He muttered another incantation, and threw me away. "You irritating little man!" he screamed. "You want more irritating?" 'Cause I can do irritating, I thought. "Diamondhead!" I said, as I transformed. I got up and fired shards at him, but he shouted an incantation and deflected them. "I'm really not in the mood Tennyson," Hex said, starting to levitate away. "We'll finish this another time." I glared at him. "Hey!" I yelled, running over to him. "I didn't call a timeout!" I jumped on his back, and breaking his levitation.

"Apparently, I'll finsh you now." Hex said, after he recovered. He shouted an incantation, and his hand started to glow red. I braced for whatever twisted spell he had prepared for me, but all of a sudden, a beam of blue hit the beam of red that protruded from his hand and forced it back. "Wha-?" I said, flipping around. Gwen stood there, a blue beam coming from her palm. "What?" she asked. "You expected me to listen to you? Screw off." I smirked. "My client would like that stricken from the record." I said. She frowned. "Cute," she replied. "But we're not in court." I shook my head. "Take a joke." I said, getting up. She muttered an incantation, and Hex got stuck to the wall. "That should hold him until the police get here." _Ben, _I thought. I brushed my shoulder, and crossed my arms, glaring at her.

"What?" she asked, walking up to me. "Embaressed that a girl did your job?" I sighed. "You completely disobeyed me, Gwen." She glared at me. "You're just jealous!" she said, sticking out her tongue at me. "Whatever, let's get back to school." I said. "School let out after recess, Doofus." she said. "Fine," I said, walking away. "I'm going home." Gwen tagged along. "I'm coming with." she said. "Oh no, no, no, no." I said, shaking my hands. "Go home." I said. "Maybe I don't want to go home." she said, not stopping. "Want to tell me why you rejected me?" I sighed in frusteration. "I never rejected you!" I said, trying to speed up my walk, but she grabbed my wrist. "What the?" I said, tugging on my wrist. "Let go!" She glared at me. "Not until you tell me why you rejected me!" she said, pulling really hard on my hand. "Ow, wow wow!" I shrieked, pulling away, and rubbing my wrist.

I glared at her. "You want an explanation?" I asked. "Fine! I'll give you one!" She stared at me, waiting. "I never said anything about rejecting you." I sighed ackwardly, as I rubbed my neck. "I just wanted to cut it off, before it got weird." She stared at me, her eyes starting to water a bit. "You see, Gwen," I replied. "If we weren't cousins, we would have never had that conversation. We'd probably be having an early lunch or something right now. There, happy?" I crossed my arms, proud of my "confession." She stared at me, not moving. "Uh, you ok?" I asked, waving my hand in her face. I narrowed my eyes. "Earth to Dweeb!" She continued to stare, and finally, she spoke. "My god," she said stepping forward. "You do care!" She crushed me in a bear hug. "Ah!" I said, waving my arms. "Ah, wow, yeah, ok." I stopped moving, letting the weirdness take me.

She finally let go. "You actually meant that?" she asked, her eyes glinting. "Of course, I did." I said. "But we still can't be together. I'm sorry. But I will always be your friend. Well, that is, if you accept." I stuck my hand out. She stared at it for a couple seconds, until finally she took it. "I accept." she said.

10 to 15 minutes later...

I opened the door to my house, as Gwen and I walked in. "You know," I said, closing the door. "I think I can get used to being in school with you." She smiled at me. I turned around to go and get a snack from the kitchen, but I saw mom and dad blocking my path. "What?" I asked. "Oh! Gwen goes to my school now." They glared at me. "We're aware of that Ben." my mom said, as they crossed their arms. "Ok," I said, groaning. "What did I do this time?" Dad snickered. "Why don't you tell us?" he asked, as mom turned on the TV, revealing Diamondhead being clobbered my Hex. "Oh," I said. "Gwen, Grandpa and I have been seeing those all summer." Dad shook his head, walking up to me. "We meant this!" he said, jerking my Omnitrix arm up. "I told you!" I said, thinking that they could know. "I got this at an arcade!"

"Benjamin Tennyson!" my mother said. "How dumb do you think we are?" Oh my god, they know, I thought. "We know you were that thing on the news! So, talk!" I sighed. "Ok," I said, as my dad let go of my wrist. "It's the Omnitrix and I found it in the woods on our first summer night." My mom nodded. "Ok," she said, grabbing my hand. "You're not allowed to use it. It's coming off!" She attempted to pull on it, but couldn't get it off. "It's stuck to my wrist!" I said. "It bonded to my DNA structure." Gwen sighed. "You can believe him, Aunt Sandra," she said. "Grandpa and I tried everything. It doesn't come off."

"Ok," dad said. "Ben your grounded from that thing." I stared at them, bewildered. "What?! But the Omnitrix is awesome! It sends out special energy that can turn me into a range of 19 different aliens!" Mom narrowed her eyes. "And it's too powerful for a ten year old like you!" she said. "If I catch you using it, you'll be in more trouble. Ben, you're grounded for lying. Gwen, go home, dear." Gwen looked disappointed. "Well," she said, walking to the door. "See you tomorrow." I nodded as she walked out the door. After she was gone, I went off to my room, hoping to escape the trouble I was facing.

The Next Morning...

I woke up the nexr morning, yawning. When I stretched, I felt like something was wrong. I looked at my wrist, and realized the Omnitrix was gone. "What?!" I asked, leaping from my covers. "No, this is impossible!" I got up and saw the Omnitrix lying facedown on the floor. Azmuth's warning drilled through my head. I got out of bed, and tried to reattach the Omnitrix. "Come on!" I said. "Get back on!" I tried, but after several fruitless attempts, stopped trying. I looked at the dead Omnitrix. "Maybe I should have listened."

I walked over to my closet, and threw the Omnitrix in. "I guess that's the end of that." I said, sadly.

A/N: No, Ben! It's just the beginning! Over time he will eventually become Ben 10 once again someday. Congrats reader, you've just read the prologue of this super story. It's not over, and it's not continueing in a different document. I will still be posting, you just completed the first part is all. Stay tuned for the next chapter. This story is just beginning!


	11. Chapter 11: Ben 10 Returns

Chapter 11: Ben 10 Returns

A/N: Ok, here we go. This chapter is set 3 years after the last chapter. So, in this chapter, Ben and Gwen are age 13 (I found out their birthdays are in December, and that they share the same birthday, LOL). So, this chapter is FULL of suggestive themes. This isn't a lemon chapter. There will not be ANY lemon chapters. There might be close to lemon chapters, but not a full blown, lemon chapter. Get your friggin' heads out of the gutter. It's rated T, but if my readers feel like it, I would be more than happy to release a author's cut edition of this story, which of course, would be rated M. But for now, it's rated T and it's staying that way. Enjoy this chapter, people!

3 years later...

I forgot all about that summer. I forgot all about the Omnitrix. That is, until the first day of this summer rolled around. I forgot what made Gwen fall head over heels in love with me. We weren't together, at least not yet. I changed a lot from that summer. My mom decided that what I wanted, was the thing at went. Well, of course, if it was ok with her. For starters, my brown hair grew down my neck, and it got shaggier. And I grew out of my wardrobe choices. Instead, I wore regular blue jeans, a woodland camo short-sleeved shirt, and a blue jean vest, with the number ten on the back. People made fun of me for this vest, with ten on the back. Since my last name started with ten, they made fun of me. But my mom and dad respected it, and thought it was fine.

I was sitting on my butt, playing video games on my first official afternoon of summer vacation. School had let out an hour ago, and I was ready for another boring summer. I was playing the new Sumo Slammers game, when I heard my mom's voice. "Ben, there's someone hear to see you!" I raised an eyebrow. "Send them in!" I said, continuing to play away. "Ben Tennyson!" I heard my mom's angry voice. "You're becoming a young man, and you will learn to be polite! Get in here!" I groaned, and paused the game, dropping the controller. I got up and walked out of my room. I started walking down the hall to the living room, starting to speak. "This better be goo-"

I stopped talking when I saw who was standing in front of the door. "Gwen!" I said, scratching the back of my neck. "Hi!" My mom smiled. "I'll leave you two to talk, don't leave your Grandfather waiting, Gwendolyn." She said, walking out of the room. Gwen walked up to me and hugged me. It had been so long since we last saw each other. After our fifth grade year, she transferred back to her old school, and we barely talked after that. "God, Ben," she said, as we pulled apart. "It's so great to see you!" I smiled at her. "Yeah, I know!" I said, as I realized I was now taller than her. "So, Grandpa's here with you?" She nodded. "We're on summer vacation Ben," she said. "Aren't you coming?" I stared at her, dumbfounded.

"With?" I asked, scratching at my scalp. "What do you mean?" Gwen started laughing. "Wow, Ben!" she said, giddily. "We spent a summer together three years ago! Do you really not know what I'm talking about?!" I suddenly had a figured out what she meant. "Oh yeah, yeah, yeah!" I said, shaking my hands. "Mom?" I called. "Yes Ben, you may go!" I heard her call from the kitchen. I looked back at Gwen, who smiled at me. "I have a bag to pack!" I said, running to my room. I ran into my room, and shut off my game console. "Geez," I heard Gwen's voice behind me. "Some one needs to teach you how to clean up!" I turned around to see Gwen standing there. "Oh, hey." I said, springing up waving my arms. "Welcome to Casa Del Benno!" I said. She raised her eyebrow. "Where did you learn Spanish?" she asked. I shrugged. "You'll be surprised what I learned in 7th grade." I said.

I went to my closet, opened the door, and took one of my bags out. I put it on my bed, and walked over to my dresser. I opened it up, and took out five pairs of pajama pants. "Aren't you going to need more than that many pajama bottoms?" Gwen asked me. I looked over at her. "Why?" I asked, walking back to my bed. "I'll probably only use two a week!" I stuffed them in my bag, and then walked back to my dresser. I looked back at Gwen, who gave me a disgusted look. "What do you sleep in the other five nights?" she asked, raising an eyebrow. "Nothing," I said, opening my sock and boxer drawer. "Sometimes my boxers." Gwen stared at me, horrified. "You sleep without your clothes on? Gross!" she said. I laughed, and walked over to her. "Relax," I said, putting my hand on her shoulder. "Take a joke. I usually sleep in my boxers and an undershirt."

I turned back to my boxers and socks and grabbed about ten pairs of each. I stuffed them in my bag, and went back to my closet. I grabbed a few undershirts from out of the closet, and put them in my bag. Walking bag to my dresser, I grabbed a few pairs of swim trunks, and my wallet. "So," Gwen said. "How's the Omnitrix?" I looked up at her. "What?" I asked. "The Omnitrix?" she asked. "Super-duper alien watch thingy?" I frowned. "I have no idea what you're talking 'bout." I said, getting up. I went over to my desk, and grabbed my laptop. "The Omnitrix?!" Gwen shouted. "You got it three summers ago!"

I shook my head. "Sorry Gwen," I said, packing up my laptop. "A lot of crazy shit went down that summer. And THAT I don't remember." I put on my back pack, and grabbed my laptop case "Just one more thing." I said, walking over to my closet. I opened it up for the last time, and grabbed a medium-sized box out. "What's in there?" Gwen asked. "Sumo Slammer stuff." I said, noticing the Sumo Slammer shirt covering the whole box. I shrugged. "Let's go." I said. We walked out of the room, and down the hallway. "Bye, mom!" I said, opening the door. "We're going!" I heard my mom's voice: "Ok, be good this summer, you two!" I smiled. "We will!" I said, before walking out the door with Gwen.

We walked up to the R.V, and I opened the door. "After you." I said, gesturing into the R.V. Gwen smiled at me, and walked in. "Grandpa!" Gwen said, as she walked up the steps. "Guess who's joining the party?" I walked in, and saw Grandpa Max walking up to me. "Ben!" he said, bringing me into a hug. I tried not to crush his stomach with the box. "Grandpa Max!" I said. "So good to see you!" He laughed. "I know sport. I know." Once he let of me, I walked over to my bunk, and set my stuff down on my bunk. "So kids," Grandpa Max said. "How about swimming at the lake today as a start to our vacation?" I thought about it. "Sounds good to me." Gwen and I said in unison. We looked at each other, and Gwen blushed a deep red.

Later that night...

I was tossing and turning in my bunk, not being able to sleep. I had considered going outside to go through my Sumo Slammers box, but I didn't want to risk being seen playing with toys for a 9 or 10 year old. After five more minutes of thrashing and tearing at the sheets, I finally came up with a decision. "Screw the risk." I said, getting out of my bunk, and grabbing the Sumo Slammers box. I walked to the door, and opened it slowly. I heard just one squeak, and stopped, looking around the room. Fortunetly, no one had woken up. I let out a sigh of relief, and slipped outside into the damp summer night air. I found a nice spot by the lake shore, and sat down. I took off the Sumo Slammers shirt from the top of the box, and what I saw surprised me.

It was a box of all of my lost souveniers from that summer three years ago. Dr. Animo's mutant ray, Hex's charms, Tetrax's hover board, all kinds of stuff. But more importantly, the one thing that actually caught my eye, was the thing on top of the pile. The long dead Omnitrix. Suddenly, lost memories of kicking alien but, and going alien rushed back to me. "Oh. My. God." I said, shuddering. "Gwen was telling the truth!" I stared at it, and pondered what to do. I finally decided. I reached my hand out, and flicked it with my finger. It almost immediatly started glowing green. "But that's impossible!" I said, throwing my hand back towards my face. "The Omnitrix hasn't been active in three years!" The next thing that happened, it freaked me out. "Correction. Omnitrix has been active for three years, two months, four weeks, two days, twenty hours, thirty seven minutes, and seventeen seconds. Welcome! How may I be of service?"

Unbelievable. The Omnitrix was TALKING to me. "Uh, what happened to you?!" I asked. "System analysis: In response to virus attack, Omnitrix was forced to shut down and update it's systems. You are looking at the Omnitrix MK 2." I stared at the glowing Omnitrix in horror/amazement. "Wow." I said. I reached out one final time, and it jumped and latched itself to my wrist. I stood up as powerful bolts of green energy shot from the Omnitrix, as I felt it reattaching to my DNA structure. "What is going on here?!" I jumped at the sound of of my cousin's voice. I turned around to face Gwen, who was standing there in her one piece bathing suit. "Jesus christ, Gwen!" I said, panting. "Don't sneak up on me!" She raised an eyebrow, as she ran her hands through her wet hair.

"I didn't" she said. "I came over here, after I heard you talking to some one." All of a sudden, the Omnitrix started glowing. "What now?" I asked, sort of annoyed. All of a sudden, the Omnitrix shrank a bit, and became more compact, and the black color turned to green. "Look's like I just got an upgrade." I said, activating the thing. A holographic ring appeared, and it featured ten aliens, and only ten. I flipped through the ring looking for Heatblast, or any of the other original aliens. "I don't recognize any of these guys!" I gasped. I smiled. "Oh, well!" I said. I stopped at a big, tiger-looking alien. "This guy looks cool!" I said. "Well?" Gwen asked. "What are you waiting for? Go alien!" I looked up at her, and suddenly I realized she was wearing a one piece swim suit, and my eyes fell to her chest. She had about an A cup br- Oh my god, why am I thinking about this?! Sweat started to bead up on my forehead, and I looked back up at her, who was giving me a weird look.

"Warning. Host's heart rate rising. Male reproduct-" The new and improved Omnitrix started to inform me of my current status, but I screamed, "Shut up!" I slammed down on the Omnitrix, and I started morphing into an alien. "Rath!" I shouted after I transformed. Gwen looked up at me. "That's a big alien." she gasped. "Yeah, I'm a big alien," I yelled at her. "So what?! Wanna fight about it?!" Gwen looked a bit scared. "Calm down, Ben!" she said. "Who are you tellin' to calm down?!" I shrieked, smashing the ground in front of her. "You calm down!" Gwen glared up at me. "Ben!" she yelled. "Human form, now!" I started to realize my mistake, and I thought my name. _Ben,_ I thought.

I morphed back to myself, and sighed a breath. "Ok," I said. "Sorry." She looked at me. "Let's go to bed," she said, picking up my box and Sumo Slammers shirt, and handed it to me. "We'll help you figure that thing out in the morning." I nodded, and followed her back to the Rustbucket.

A/N: BEN 10 IS BACK! Ok, I got that out of my system. So, the story is just beginning. And, the new Omnitrix is the one from Alien Force, if you didn't guess. Hope you enjoyed this chapter, and you can expect the next chapter real soon!


	12. Chapter 12: Plumber Trip

Chapter 12: Plumber Trip

A/N: I hope all of my readers are happy that Ben is back in the alien hero business. Ok, so there are minor suggestive themes in this chapter. But other than that, I bid you free to read on! Also, this whole chapter is going to have pieces of foul language, so, uh, I don't know. This will be the only chapter like this. Another thing, because of the language in this chapter, you will see censored language.

The Next Morning...

My eyes snapped open at the sound of the floor shaking. "Wassit?" I asked, groggily getting up slowly. "Come on Ben," I heard Grandpa Max's voice. "Get up. It's ten past nine." I groaned, laying back down. "Get up, Doofus!" I heard Gwen's voice, as my blanket was ripped off. "But mom," I said, sitting up a little. "I don't want to go to school!" The next thing I felt, was something slamming against my head. I fell off my bunk, and reached around for something to help me up. I eventually felt something smooth. "What is this?" I asked, running my hand upwards. "Doofus!" I heard Gwen's voice. I felt her kick my head. "Get your hand off my leg!" I am so emberrassed, I thought.

I felt someone grab my arm, and I was helped up. "Come on Ben," I heard Grandpa Max's voice. "Snap out of your sleep." I slowly opened my eyes, and rubbed the sleep out of them. I yawned as I looked at Gwen, who was blushing an extreme shade of pink. "What's with you?" I asked. Her eyes widened. "Nothing, nothing!" she said, and with that, she rushed out of the RV. I raised an eyebrow, but didn't put any thought to it. "Get dressed," Grandpa said, walking back towards the front of the Rustbucket. "And then go outside and get some fresh air." I walked over to my bunk, and opened up the left drawer, which had my stuff in it. I grabbed the blue jeans that I had worn yesterday, and took off my pajama pants.

I put on my jeans, buttoned them and walked outside. I saw Gwen sitting over by the lake shore, alone. I let out a sigh of frusteration, and started walking over to her. I sat down beside her once I reached her. "Hey." Gwen said, greeting me. "Uh, sorry about in the Rustbucket." I smirked. "Are you really?" I asked. She stared at me, angrily. "Take a joke," I said, letting out a laugh. "It's ok. What was with you in there?" We sat in silence for a couple seconds, until she finally spoke. "Can you keep a secret?" she asked, looking at me with pleading eyes. I raised an eyebrow, before narrowing my eyes. "Speak." I said, cautiously. "Ok, so when you ran your hand up my leg?" she said, looking away from me. "Go on." I said. "Is it wrong for me to like it when you did that?" she asked. I stared at her with a mixture of disbelief, disgust, and surpise. "I- Uh- Y-" I stammered, looking for the words. She slowly turned her head towards me, our eyes meeting for a split second.

"Oh my god!" I said, waving my hand at her. "That is so wrong! Why would you even think that?!" She looked taken a back. "Don't get mad at me, Doofus!" she shrieked, getting up. "You were the one who ran your hand up and down my leg!" I got up to face her. "You shouldn't even be thinking this!" I said, smacking my forehead. "This is completely wrong in every single way!" I heard the Omnitrix beep, and I heard it's "voice". "Host's heart rate ris-" I looked at it, angrily as it spoke. "Oh my god! Shut up!" I shrieked, slamming down on the ring. Without even thinking what I had down, the Omnitrix started glowing green and red, alternatively. "What did you do?!" Gwen shrieked. "Me?" I shrieked, pointing at her. "You're the one who brought up this really wrong, rude subject! What did you do?!"

"What are you blaming me for?!" she shrieked. "I don't know!" I shrieked at her. "Maybe 'cause I can!" I pointed at my chest with my thumb. All of a sudden, the Omnitrix started glowing again. "For the love of Jesus Christ!" I shrieked looking at it. "Will you do something already?!" A green flash engulfed me. Green, viny hands stretched out of the haze. "Swampfire!" I said, standing there as an alien I didn't recognize. "Hmm," I said, turning round and round. "Kinda looks like Heatblast, only green." I heard Gwen clear her throat. "Ahem," she said, kicking my green leg. "Did you forget about me?" I turned to her, and started juggling fireballs. "No," I said. "I simply tuned you out."

"You're a jerk, you know that?" she said, crossing her arms. "I'm well aware of that." I said, stopping the juggling instance. "I'm going back in." she said, turning around. "Come back when you can quit acting like a jerk." I glared at her as she walked away, but the glare soon turned to something else. I stared at her fiery red hair sway as she walked. I smacked my forehead, snapping myself out of the trance I had fell in. "This is gonna be a longggggg summer." I groaned, walking back towards the rust bucket as I thought my name.

Later that morning...

Warning! Extreme amounts of cussing coming up!

I was sitting at the table, playing games on my laptop, and Gwen sat across from me, reading her book. I heard Grandpa Max get up, but I didn't give it any thought. "I'm going out to get firewood." he said, walking to the door and opening it. "Try not to kill each other, guys." As soon as he left, it started. "Geek." I muttered. "Mr. Tennyson," Gwen said, looking up at me. "You've been convicted of over twenty threats today. Do you really expect this summer to work?" I looked up at her. "I really think with the statute of limitations, that it should be closer to five." She looked at me angrily. "There's no statute of limitations for threatening someone!"

"Why the (bleep) not?!" I shrieked at her. "Watch yourself, Mr. Tennyson." she said, pointing at me. "Or what?" I asked. "You'll see me in court? You're already planning on telling Grandpa about this morning. And you think I give a (bleep) about you not liking me? (bleep) off..." She got up and slammed her hand on the table. "I'm curious if you can keep that attitude of yours," she said, glaring at me. "When you're grounded for a month!" I stared at her, agitated. "And I wonder if you can keep acting like a douch-" Gwen let out a scream of anger, interrupting me. I got up, and backed away, towards the front of the RV. "Gwen, take it easy..." I said, putting my hands up. She didn't listen to me. Instead, she ran and jumped onto my shoulders, knocking us down.

"You jerk!" she shrieked, beating my lower neck and upper back against the floor. "Stop it!" I screamed, grabbing her hair and pulling on it. She shrieked in pain, as her attempts to hurt me started to subside. She let out a few breaths of exhaustion, and collapsed on the floor next to me. I laid there for a few seconds, before getting up and leaving the RV. I opened the door, and sat down against the wall of the Rustbucket, rubbing my neck. I heard the door open, and Gwen sat down next to me. "I'm sorry." we said in unison. We looked at each other. "Listen," I said, hanging my head. "I'm sorry that I yelled this morning. Although what you felt is weird." She looked at me, and eventually supressed a small smile.

"I'm sorry." she finally said. "Well," I heard a voice. "Did you guys get along?" I looked over at Grandpa Max. "Somewhat." I said, nodding. "Well that's a relief," he said. "Listen you two, I have bad news." Gwen looked over at him. "What is it?" she asked. "A couple of old plumber buddies just called me," he said, walking over to the firepit, and placing the wood in it. "Unfornutely, our vacation is going to be put on hold. They need me in the next town." I smiled. "Plumber mission!" I said, excited. "Yes!" Grandpa looked at me, shaking his head. "Sorry Ben," he said. "This one's too dangerous. Even for you and Gwen."

"Hey!" Gwen said, opposing. "Shut up, Doofus." I said. "Dweeb." she said, calmly. "Well, what about us?" Grandpa Max walked to the door, and walked in. We followed behind him. "I'll set you guys up at a hotel for the weekend." he said. "I'm giving you my credit card, don't spend all the money!" Alone with Gwen for the weekend? Oh, this'll be fun. We sat down at the table as Grandpa started the RV and drove off. "Great," I whispered. "A whole weekend with Queen Cootie." Gwen glared at me. "Yeah," she said. "I'm real happy about this myself, Numb-Nuts."

"Why do you say that?" I asked. I shouldn't have. Gwen smiled mischiously. "You asked for it." she said. All of a sudden, I felt an intense pain in my lower body, as Gwen kicked me in my special area. I lost my breath, and fell against the table. "Why would you do that?" I grunted in pain. My only response was Gwen giggling. "Don't do that Gwen," I heard Grandpa said. "Ben's going to need those one day." What? I thought. This is going to be a long weekend.

Two hours later...

"Kids," Grandpa Max said. "We're here!" Finally, I thought, getting up from my seat. I ran to the door and opened it, revealing a hotel resort complex. I looked up at the sign, and it glowed: vacancy. "Great, this'll be a blast." I grunted, walking out of the RV. Gwen walked past me, and towards the dhotel. "Your luggage stays in the RV." Grandpa Max said. I raised an eyebrow. "But, if the RV stays here, with our luggage," I said, turning around to face him. "How will you get around?" Grandpa Max smiled. "You underestimate me, Ben," he said, walking into the RV. "I'm a Plumber, remember?"

"Oh, right." I said. "Duh." Gwen, Grandpa and I walked into the hotel. Grandpa walked up to the front desk to get us a room. We waited, and I heard Grandpa ask for a spare room key for when he returned. He walked up to us, and handed us both a keycard for our room 312, on the third floor. Gwen and I each took a card. "Here's my credit card. I can trust you. Right?" My eyes glinted with excitement. "Sweet!" I said, reaching for it. Gwen slapped my hand out of the way, and took it. "You can trust us, Grandpa. Promise." she said. He smiled, and said, "One last thing. STAY TOGETHER." He said it strictly. "Enjoy the weekend."

I waited till he walked away, and then made my move. "To the pool!" I said, running off. I expected to get somewhere, but instead, Gwen grabbed my wrist at the last second. "Ben!" she said, strictly. "Grandpa told us to stay together!" I rolled my eyes, looking at her. "I know." I said, slapping her hand away. "That's why you're coming with me!" She shook her head. "No Ben," she said. "I'm going to go buy a new bathing suit." I looked at her, weirded out. "Why?" I asked her. "You aleady have a good one." Gwen blushed. "Yes," she said, her eyes darting. "But my one piece is too tight on my, uh, female areas." I stared at her. "Too much information!" I said. She laughed. "You asked!"

I groaned in disgust. "Why did I ask?" I groaned. "Come on, Ben!" she said. "It won't be that long." I groaned, crossing my arms. "Fine." I said. Gwen squealed in excitement as she dragged me out of the hotel. Why, oh, why did I agree to this?

One Hour Later...

"That took longer than it should have!" I said, as we walked out of the store. "Oh," Gwen said, playfully punching me in the arm. "Quit being a baby." She looked at her watch. "Ok, it's ten past one." she said, walking back towards the hotel, a couple blocks away. "That gives us about an hour to swim, I guess." I started jumping up and down. "Finally!" I said. Gwen gave me a weird look. "What are you five?" I gave her an angry look. "Grow up," I said, crossing my arms. "When you're me, and you're you, you get bored." She rolled her eyes. "Whatever," she said, walking away. "Let's just get back to the hotel." I ran after her, trying to keep up. I looked at the Omnitrix, tempted to use it. I looked at Gwen, who wasn't paying attention. I smiled mischievously, as I activated the Omnitrix.

Gwen didn't seem to hear it activate, as she kept walking. I looked at the holographic ring, confused with what this thing could actually do. I looked at the two alien DNA samples that were already put into the ring. "They were called Rath and Swampfire?" I asked myself. I nodded. Think so. "Is there like a shuffle button, or something?" I asked quietly. I turned the ring, as it cycled the only two samples that I had the good fortune of unlocking. Suddenly, the Omnitrix started flashing green. I looked at Gwen, who just continued to walk. "You must have been born yestarday." I muttered. "No," she said, without turning around. Her sudden response made me jump. "I wasn't born yestarday. When it's this quiet with you around, I know you're up to something."

"What?" I asked, shrugging. "Little old me? I'm not up to anything!" I wnet back to the Omnitrix. "Whatever," she said, stopping at the street, waiting for a signal to cross. I fiddled with the Omnitrix once more, until it beeped three times. I looked up at Gwen, who had turned her head a little. "What are you doing?" she asked. "Um, nothing?" I said, looking back at the Omnitrix. A small button in the middle flashed, and I stared at it, curious. I touched it, and it started to expand, but when I took my hand away, it shrank back down. I raised an eyebrow, and flicked the button three more times, getting the same response. "Maybe if I-" I said, touching the button with two fingers, and dragging them.

When I dragged my fingers, it expanded into a 3D DNA Helix. "Ok," I said, staring at it, as it spun. "That's weird, but cool, I guess." Gwen turned around to face me. "What are you doing?!" she asked, annoyed. Our eyes met for a second, before I spoke. "Nothing, honest!" I said, waving my hands. "I'm just trying to figure out how this thing works!" She narrowed her eyes, and after ten seconds of staring at me, she turned back around. I looked back at the DNA Helix, that was spinning slowly. "Maybe if I do this?" I asked, touching one of the "rungs" of the Helix. "DNA sample of a Kineceleran has been selected." The Omnitrix beeped. I stared at it, confused. "Uh," I said, itching my scalp. "Define please?"

"Kineceleran," the Omnitrix beeped. "The Kinecelerans are from the planet, Kinet. The Kinecelerans resemble a semi-armored velociraptor. Their species have ball-like feet, scissor-like claws, and a retracting helmet with a windshield." Gwen turned around to me, and looked at the holographic description that the Omnitrix was generating. "It said that the Kinecelerans resembled a Velociraptor," she said. "Now that I think of it, XLR8 looked like a Velociraptor." I stared at her. She glared at me. "So, ask it to transform you." I raised an eyebrow. "Oh yeah, right," I said. "I knew that!" She rolled her eyes. "Omnitrix, can you transform me into a Kineceleran?" The Omnitrix beeped. "Acknowledged," it said. "Adding Kinceleran DNA sample to Omnimatrix." A green flash engulfed me, and I felt myself growing a tail.

"XLR8!" I said, after the flash subsided. Gwen smiled up at me. "I guess I was right, huh?" I glared down at her. "Don't be proud of yourself." I said, grabbing her by the back of her shirt. "Hey!" she said, shaking her arms. "What are you doing?!" I put her on my back. "Hold on, petal to the metal!" I said, speeding off towards the hotel. I sped into the hotel, and up the flights of stairs to our room. I took her off my back, and transformed back to myself. "You ok?" I asked. She stood there, wobbling around. "Just dizzy," she said. "But, I'll admit it. You saved us time." I smiled, as I took my keycard out. I put the keycard in the slot, unlocking the door. I opened the door, and Gwen pushed ahead of me. I sighed, and walked in behind her.

On the way to the store, I had stopped by the Rustbucket to grab my swim trunks, and I just wore them under my jeans. It was uncomfortable, but worth it. I looked at the room, and so ar, I didn't really like it. There was only one bed on one side of the room, and a couch on the other side of the room. "I don't like this." I said. "Yeah, about that." Gwen said walking around the room. "You take the bed, I'll take the couch." I looked at her like she was stupid. "No way Gwen," I said. "You take the bed." She shrugged. "Fine." I pulled off my pants, and threw them on the couch. "You should be more considerate of others." Gwen said, as I tied my trunks. "Whatever," I said, taking my shoes off. "To the pool!" I said.

"Hold on, you have to see what I bought." I let out a groan of anger. "Uhhh, fine," I said, grabbing a fresh towel from the counter. "But hurry up." Gwen ran into the bathroom, and got ready to change, I guess. "This is gonna be a fun weekend." I sighed in frusteration. I waited around, for about five minutes. "Jesus Shit!" I said, getting up. "What is taking her so long?!" I was about to get up and leave without her, when I heard her voice. "Jeez Gwen. What took you so-" I turned around as I was talking, and when I saw her, I lost my voice. Now, for the record, I think it should be illegal for a female cousin to hold a fashion show for their male cousin. Because, by golly, that's what she was doing! "What do you think?" she asked. For one, I thought this was weird. Second, if she wasn't my cousin, and were weren't related, well, you get the idea. She was standing in front of me, showing off the bikini she had just bought. It was nice, I guess. Dark blue, with polka dots.

"Uh, uh-" I was at a loss for words. She blushed, and walked towards me. "I'll meet you down there," I said, running towards the door, and grabbing my keycard. "Bye!" I ran out the door, and down the stairs. "God!" I said, as I ran. "Is she trying to seduce me?!" Man, this is going to be a weird weekend!

A/N: Ok, so as you can see, Gwen is up to her old tricks again, trying to get Ben to fall in love with her. Or, how you want to look at it. So, that's the end of this chapter, sorry for the proggesie language. Heads up, the next chapter has a LOT of suggestive themes. So, just be ready for that. Stay tuned!


	13. Chapter 13: Ackwardness Sets In

Chapter 12: Ackwardness Sets In

I don't own anything : (

A/N: So, this chapter won't as near as much language as it did in the last chapter. But in this chapter, there will be HIGHLY suggestive themes. That will be all.

I ran outside to the pool as fast as I could. I stopped only once I was at the edge of the pool, to catch my breath. "Jesus," I said, bending over, huffing and puffing. I looked out at the sparkling water. "This is getting too weird." I stood up, and took off my shirt, and threw it to a random deck chair. "I might as well get a head start." I said. I dived into the deep end of the pool, and started to swim towards the other end. Once I got to the other end, I dived down and swam back to the other end. After I got to the other end, I came up and took a breath of fresh air. "I wonder what's taking the geek so long." I said, looking around. All of a sudden, there was a splash beside me. "What the-" I said, turning towards the splash, just as Gwen surfaced.

"Jesus!" I said, before diving down and swimming away. I swam under the surface for a couple seconds, and then looked behind me. Of course, Gwen was right behind me. My eyes widened, and I tried to swim faster. All of a sudden, I felt Gwen grab my ankle, preventing me from getting anywhere. I turned around in the water and faced her, as I tried to kick free. Her mouth opened and bubbles came out. From her facial expression, I could tell she was trying to laugh. After a few seconds of thinking, oh my god, Gwen is going to drown me, she let go of my ankle. I shot to the surface, and burst through the water.

I took several breaths of fresh air, and floated there, trying to regain my focus. "Jesus!" I said, swimming to the edge of the pool. I grabbed the concrete side of the inground pool, and crawled out, rolling onto my back. I took in more fresh air, and rolled over, and lifted myself up on all fours. I started coughing, until a stream of pool water fell out of my mouth. I felt water splash at my knees, and I didn't need help knowing who was getting out. I looked over at Gwen, who was standing there, giggling. "Why the hell did you do that?!" I shrieked at her. "I'm just having fun Ben," she said. "Chill out!" I glared at her. "You're the one who needs to chill out!" I shrieked, storming off towards the door to the inside of the hotel.

Inside the hotel, the had an extra indoor pool, and in there also was a sauna, hot tub, and men's and women's locker rooms. I guess that the place had a locker room, because, you know, it's a resort, and people come here to have fun, and they need places to change and dry off, or whatever. I stormed towards the men's locker room, needing a place to cool off. I walked in, and noticed a seperate showering area. There was a sign, that said: "No removing your bathing suit. Thank you!" I looked at the sign. "Well," I said, walking in. "Duh!" I turned on the water system, and turned the hot water on to a high setting, since almost drowning had tensed my muscles.

I felt my muscles ease up and I let out a sigh of relief. I turned around, allowing the water to run through my messy, brown hair. I had "forgotten" to wash it in the last few days. I stood there for a few more minutes, and eventually turned back around and shut the water system off. "You ok?" I heard a voice say. I turned towards the locker room area, to see Gwen standing in the doorway. "What the hell, Gwen?" I asked. "This is the men's room! You can't be in here!" She smirked. "Really?" she asked. "I don't see a lot of people here. Since there is a lack of guests here, you could jack off in here without being interrupted." My eyes widened. "Gwen!" I said. "I'm thirteen! What makes you think I jack off?!"

"Please, Ben." she said, whipping her wet hair away from her eyes. "The average man usually starts jacking around the middle of age thirteen." My eyes widened in disgust. "How do you know this?!" I said. She blushed a great shade of red. "Girls can get curious about a male's hyguine." I was completely grossed out. "You are so weird!" I said. "Well, I was curious what your thing is for." I was beyond grossed out by now. "Ughh!" I said. "Just stop! We're done here." I started walking for the entrance, bumping into Gwen's shoulder, a little too hard. She started to fall a bit, and I slipped on the wet floor. She went crashing down, and I landed on top of her. She let out a groan of pain. "Jeez!" I said, concerned. "You ok?!" Her emerald eyes opened, and she looked up at me, eventually nodding. "Good." I said.

All of a sudden, she blushed a deep shade of red. "Uh, Ben?" she asked, nervously. "Yeah?" I asked, calmly. "You realize that you're on top of me, right?" she asked. My eyes widened, and I too, blushed. I knew, if we stayed like this, Gwen might be tempted to kiss me. "Right!" I said, getting up and helping her up. "Sorry! Let's get out of here!" I ran out of the locker room, Gwen emerging just about ten seconds later, just to be safe. I didn't really feel like swimming anymore, so I just got into the hot tub. I sat there for a couple minutes by myself, until Gwen stepped into the hot tub with me. "Can't you give it a rest?" I asked. She raised her eyebrow. "What?" she asked. "You've been following me around since we checked in!" She laughed. "No duh, Ben!" she said, splashing me in the face. "Grandpa told us to stay close to each other!" I splashed her in the face. "Doesn't mean you have to cling to me like a leech!"

"But I'm not!" she said. "Really?" I asked. "Grabbing my ankle in the pool, following me in the locker room, following me here!" Gwen shrugged, sheepishly. "I was concerned!" she said. "Sure you were," I said, crossing my arms. "Also, the fact that you attempted to hold a fashion show!" She raised an eyebrow, confused. I smacked my forehead. "Uhh, showing off you're new bikini?" I asked. "Oh!" she said. "Why do you need a bikini anyway?!" I asked. "Like I said Ben," she said. "My other one was too tight." I let out a groan. "You could have gotten another one piece swimsuit!" she glared at me. "Ben," she said, crossing her arms. "They don't make one size bathing suits in my size!" I smirked. "Bull!" I said. "Sometimes I wonder, whether you're trying to be my cousin, or seduce me!"

She raised an eyebrow in surprise. "Give an example how I could have seduced you, Ben." she said, curiously. "Showing off your bikini!" I said, kicking up water at her. "Come on! What are you, a born yesterday?!" She gave me a sad, puppy-eyed look. "Ben, stop it!" she said. "You're hurting my feelings!" I stuck out my tongue at her. "Coulda fooled me!" I said. "I thought you didn't have feelings!" She went silent, and I looked away out the window. After a couple minutes, she spoke. "Do you ever miss the good old days?" she asked me. "What good old days?" I asked, without looking at her. "The good old days?" she asked. "Hanging out with Grandpa?" I looked at her. "Oh, yeah." I said. "I miss those days all the time." Gwen looked at me, with pleading eyes. "Would you want those days back?" she asked. "Gwen," I said. "I want those days back every day."

"I was thinking-" Gwen started, but I interrupted her. "You were thinking?" I asked. "Good for you." Gwen glared at me. "Like I was saying," she said. "I thought when we get out of high school, we could spend time together, just you, me and Grandpa. Spending time together, all the time." I stared at her in disbelief. "I didn't think you felt that way." Gwen stared at me, a smile flickering on her lips. "Of course I do, Ben." she said. "I might have changed. But I still have a mega crush on you that will never come true." I looked at her sadly. "I'm sorry, Gwen." I sighed, getting out of the hot tub. "Wait," she said, getting up. 'Where are you going?" I looked at her, as I walked towards the door. "I want to be alone." I said, walking outside to grab my towel and shirt.

I grabbed my towel and shirt, and walked over to the fence, that seperated the hotel complex from the pool. I put the towel over my neck, along with my shirt, and hopped over the fence. I walked around to the parking lot, and walked towards the Rustbucket. I opened the door, and put the towel around my waist. I walked in, as water fell from my head and torso. I dried off, and put my shirt back on. I sat down at the table, and looked at the Omnitrix. I cleared my throat. "Omnitrix?" I asked. It beeped. "Do you have a shuffle feature?" I asked. "Please define shuffle," the Omnitrix beeped. I sighed. This thing is touchy, I thought. "Um, randomize?" I asked. The Omnitrix beeped. "Activating random DNA sequence." it said.

The holographic DNA Helix came up, and a "rung" was highlighted. "DNA sample, Pisccuss Volann selected," it said. "The Pisccuss Volann's are from their artificial water world, Pisccuss." Water? Could this possibly mean Ripjaws? "Pisccuss Volanns are fish-based lifeforms related to Earths oceanic-based life. The Pisccuss Volanns transform to tailed lifeforms whenever coing into contact with water." Definetly Ripjaws. "Omnitrix," I said. "Add Pisccuss Volann DNA sample to Omnimatrix." The Omnitrix beeped. "Adding now." Then, the Omnitrix lost it's light. I tapped it, attempting to activate it. "I guess obtaining DNA samples drains it's power," I said, heading for the door, and grabbing the towel. "Oh, well!" I was walking back towards the hotel, when I realized my mistake. I had left my keycard back at the pool side deck chairs! "Crap!" I said, putting the towel around my neck, and sprinting back around the hotel towards the fence.

I stopped at the fence, seeing Gwen laying on the deck chairs, trying to get a tan. "Of all the places." I groaned. I silently hopped over the fence, and walked slowly over to the deck chair, where my keycard glistened in the sun. I walked as silently as I could over to the deck chair. "Don't open your eyes, don't open your eyes, don't open your eyes." I pleaded, silently. I finally reached the chair, and reached out for they keycard. My fingers touched the keycard, and it fell of the chair. Crap! I waited for Gwen to open her eyes, but she didn't. Does she even have a pulse? I cautiously put my ear over her nose, and felt her breath. "Ok," I said to myself. "Good to know." I bent down, and picked up the keycard. I let out a quiet sigh of relief. I started walking towards the door, and just about had a heart attack. "Ahem." I heard Gwen clear her throat.

I turned around to see that she had sat up, and was holding an intense gaze toward me. "What do you think you're doing?" I looked at her. "I'm going back to the room." I said. "Not without me, you're not." she said, getting up and picking up her towel. She walked towards me, as she wrapped her towel around herself. Thank god, I thought. This was getting too ackward. Or is it already ackward? Probably that one. Gwen and I walked back in, and took the elevator up to our floor. We walked to our room, and I put my card into the thing. I opened the door, and let Gwen go in first. I took my keycard back, and closed the door behind us. She took her towel off, and threw behind her, and it landed on my head. "Uh, gross!" I said, quickly throwing the towel off. "I'm gonna take a shower," she said, as she walked to the bathroom. Before the door closed, I watched the sway of her slender legs. I snapped out of it. "Do whatever." I heard her say from the other side of the door.

"Holy crap," I said, miserably. "I'm in love with Gwen!" I whispered. "Ok," I said, shaking my hands. "Hold on there. Maybe it's a misunderstanding. Maybe I just think I'm in love with her." I didn't want to think about this either way. "Yeah," I said, walking towards the door. "I'm gonna go get my laptop." I grabbed my keycard, stuck it in my trunks pocket, and walked out the door. I walked down the hall to the elevator, and got in. I stood there, waiting for the elevator to reach ground floor. The doors opened, and I walked out towards the front doors. I ran towards the RV, and threw the door open. I walked in, and grabbed my laptop. "Ok," I said, walking out of the Rustbucket, and closing the door. "Got my laptop, now to get back to the room!" I ran back to the hotel as fast as I could, and ran in "Walk, young sir!" the clerk said. "Sorry, mister!" I said, continuing to run.

I stopped at the elevator, and pressed the call button. I waited for what seemed like forever, before it finally opened. "Finally!" I said, running into the elevator. I pressed the number 3, and waited to get back up to our floor. It took about thirty seconds to get back up to the third floor. I walked back to our room, and tapped on the door. "Gwen," I said, as I tapped. "Are you still in the shower?" I didn't hear a response. "Ok," I said, putting my keycard in. "I'm coming in."

(WARNING: If you are NOT OLDER than 14, I HIGHLY recommend that you skip ahead a couple paragraphs. Also, this next part is NOT a lemon, because if it was, I would be breaking the rating limit. If my 14 and younger readers are curious about what happens here, at the beginning of the next chapter, I will leave a brief "last time on Ben 10" or whatever. You have been warned.)

I walked in, closed the door behind, and turned around to walk ahead. What I saw made me drop my laptop case. I would have dropped my keycard too, but I had a firm grip on it. I guess Gwen had just gotten out of the shower, because water was still running down her naked back. She turned around, and made eye contact with me. I saw everything. Everything. That includes her female parts. I made eye contact with her, trying not to stare at her chest. Shouldn't she be coming over to KO me? Instead she blushed, not attempting to cover herself. I eventually regained my train of thought, and realized where I was, and whosed body I was looking at. I found myself looking at her slender curves.

I couldn't take the ackwardness anymore. I turned back around, and ran out the door, and took the stairs down to the lobby. I ran outside, and didn't stop till I was at the Rustbucket. I slid down against the wall, and put my head in my hands. "Sooooo ackward!" I groaned.

A/N: That's the end of this chapter. This chapter was really only meant for Ben and Gwen to have a bonding expierence, and later, to have extreme ackward tensions. For all you Bwen lovers out there, you WILL love this next chapter. And it may be the last chapter I put out there for a couple days. I don't know. Only time will tell. As always, stay tuned and stay awesome, you awesome readers!


	14. Chapter 14: True Feelings

Chapter 14: True Feelings

A/N: Last time on Ben 10: Ben accidentally saw Gwen after she took a shower, without her clothes on. No, nothing happened. GET YOUR HEAD OUT OF THE GUTTER! So, this might be a really short chapter, but this chapter SHOULD be the chapter all you Bwen fans have been waiting for. I'm not even going to leave an author's note. You guys are awesome, and can just leave your thoughts in a nice review. Peace!

Approximatly 12:30 A.M.

I was tossing and turning on the extremely uncomfortable couch. You'd think for a resort, that their couches and beds would be suitable for sleeping on. Gwen seemed very comfortable on the bed that I had decided to give her. Speaking of Gwen, when I had seen her not wearing any clothes, once I had returned, we didn't really talk about it. I tried to tell her that it was an accident, and she seemed convinced. I could get to sleep right now, despite the couch, but the reason I couldn't sleep wasn't a matter of question. I had started expierencing weird feelings toward Gwen. I knew now that I was in love with her, and it was starting to get very, very, very unbearable.

I looked up over at Gwen's bed, which was across the room. I had expected to see Gwen in her bed, but she wasn't there. "Gwen?" I quietly called out, as I threw my blanket off. I got up and looked around. "Gwen?" I called out once more. I finally heard what sounded like someone crying. I looked over at the door to the balcony, which was open, and Gwen was standing out there, hunched over the balcony. "Gwen?" I asked, walking up to her. I stopped a few steps behind her, and I heard that SHE was crying. "Gwen," I said, reaching out and touching her shoulder. "What's wrong?" She turned around to face me.

She looked terrible. Not in an ugly way, idiot. Her hair was all messy, and her eyes were red. She sniffled as she spoke. "Ben," she said, continuing to cry. "My heart's breaking." I sighed. "Gwen," I said. "We need to talk. Like right now." She turned around, and continued to cry. "No!" she said. "It can wait 'til tomorrow!" I took her hands, and forced her to look at me. "Gwen," I said, leading her away from the balcony and closed the doors. "This can't wait any longer." She just continued to cry, as I walked back over to her bed. I sat her down, and then I sat down. "Gwen," I said, rubbing her knuckles. "You're going to have to stop crying and look at me for this."

She sniffled a little, and stopped crying. She met my eyes, and I reached, and gently flicked her hair away from her eyes. It was just now that I realized how long her hair was. Her bangs had grown longer, and reached her eyebrows, but her actual hair itself had yet to reach her shoulders. "Gwen," I said, squeazing her hands. "A couple summers ago, I made a big mistake." I sighed. "Gwen, I told you that I didn't want to be with you. I realize now that I had no idea what in the hell I was talking about." She looked really confused. "Gwen," I said, moving a little closer to her. "I guess what I'm trying to tell you is that I love you."

She stared at me, her emerald eyes full of sadness. "Gwen," I said, rubbing her cheek. "I love you. And I can't take the pain of not being with you any longer." She stared at me. "Are you saying you want to be with me?" I looked at her. "No." I said. She hung her head, crying again. "That's exactly what I'm saying." I brought her chin up, so she could see me, and kissed her full on the lips. Let's just say that I think my kiss surprised her. Her lips were extremely soft against mine, and it was NOTHING like I remembered. As I kissed her, I was thinking of what I had gotten myself into. But I didn't care anymore.

After about ten seconds of kissing her, she pulled away. "Are you ok?" I asked. She smiled. "I'm better than I've ever been." she said, snuggling into my grip. I held her for what seemed like a while, before I finally spoke. "Gwen?" I asked. "Hmm?" she asked. "I'm sorry I rejected you." She looked up at me. "I thought you said you didn't reject me?" she asked. I gently touched her nose with mine. "I didn't reject you," I said, running my fingers through her hair. "But you insist that I did." She nuzzled her head into my chest for a couple seconds. "Yeah," she said. "I guess I did." I lifted her head, so she faced me. "Gwen," I said, looking into her eyes. "I want to be with you. But we simply can't."

She stared at me for a couple seconds, and then pulled away. "There you go again," she said, getting up. "Just go." I got up, and gripped her hand. "Gwen," I said, tugging on her hand. "You're not listening." She looked at me. "We can't be together," I said. "But I want to be with you. Even if our parents find out, and something bad happens. Well, that's a risk I'll have to take." I pulled her into my grip once more, and hugged her to my chest. "Gwen," I said, holding her tight. "We are going to be together. No matter what." I pulled away, and looked at her. "Now get some sleep," I said, kissing her forehead. I was about to walk away, back to the couch, but Gwen grabbed my wrist. I looked down at her, and she returned my look with pleading eyes.

"Ben," she said, holding a tight grip on my wrist. "Don't make this weird, but will you sleep here tonight?" I stared at her. "You want me to sleep in the same bed as you?" I asked her. She stared up at me, with pleading eyes, and nodded. "I don't see why not." I said. She suppressed a small smile, and got under the covers, and moved over to make room. I took a deep breath, and laid down next to her. I felt her crawl up on top of me, and rest her head on my chest. "Good night, Gwen," I whispered, holding her close, and pulling the blanket over us. "I love you." I heard her sniffle. "I know." she said, before falling asleep.


	15. Chapter 15: Spending the Day Together

**I don't own Ben 10, even though I wish I did. If I did own Ben 10, Ben and Gwen would have been close friends, not cousins. **

Chapter 15: Spending The Day Together

My eyes opened, and I groaned. I looked down, to see Gwen still snuggling against me. "Well," I said, slowly starting to roll over. "At least someone's happy this morning." I rolled over all the way, so I was on top of her, and slowly got off. Gwen continued to sleep, putting her arms under the pillow. I slowly got out of bed, praying that she wouldn't hear me. I got off the bed, and walked over to the dresser that I had put my jeans in. "I have to do something for Gwen," I said, as I opened the drawer. "I know!" We had walked into a jewelry store yesterday, and Gwen had saw a blue-beaded necklace, with a cat medallion that she wanted.

That was perfect! The only problem was that it was five hundred dollars, and I only had six hundred. "It'll be worth it," I said, putting on my pants. I tiptoed over to the closet, and grabbed my vest from one of the hangers. I felt around in my pocket, and found my wallet in there. I checked the clock, and saw that it was almost nine o' clock. We slept that long? Jeez, Gwen must make me more comfortable, and I must make her more comfortable. I grabbed my keycard from the counter, and quietly opened the door, and shut it slowly. "Ok," I said, once out of range of the room. "I go grab the necklace, buy it, and get back up here before Gwen wakes up." I activated the Omnitrix, and switched the ring around until I located XLR8's holographic model.

I pressed down on the Omnitrix's ring. "XLR8!" I said, after I transformed. "Feels good to be an alien again!" I sped down the flights of stairs that took me to the lobby, and out the front doors. I sped down the street until I reached the jewelry store. _Ben,_ I thought. I transformed back to myself, and hesitated before walking into the store. I looked around the store, looking for the necklace. I walked around, trying to find it, but I couldn't find it. I was stumped. "Can I help you find something, Sir?" I heard someone say. I turned around to see an employee that worked at the store. "Oh yes," I said. "I was looking for a blue-beaded necklace, with a cat medallion. I wanted to buy it for my cousin." He nodded. "Yes, yes," he said, taking a key from his belt. "I saw you two in here yesterday."

"This way, please." he said, walking towards the back of the store. I followed him for a couple seconds until we got to the case that held the necklace. "Here it is," he said, slipping a pair of gloves on. "Why do you need gloves, Sir?" I asked, curiously. He eyed me. "Sir," he said, unlocking the case. "The necklace is expensive, and it came from Paris, France." My eyes widened, as he opened the door to the case. "Parie?" I asked, surprised. "That's not a bad place for a piece of jewelry to come from." He nodded. "Indeed," he said, taking the necklace from it's stand. "Paris is a popular place for jewelers. In fact, about forty-five percent of the jewelry in here originated from Paris." My eyes widened. "You've got to be kidding me!" I gasped. "No," he said, closing and locking the case. "I'm not kidding you."

He walked back over to the register, and I followed. He rang me up, and said, "Five hundred dollars, Sir." I took out my wallet, and handed him the five hundred dollars. He took it from me, and put it in the register. He then opened a drawer, and took out a mini case, like the ones they put wedding rings in. I put my wallet back in my vest pocket, as he opened the case, and gently placed the necklace in the indention that looked like the necklace. "Have a nice day," He said, closing the case, and handing it to me. "You too." I said, before walking out the door. I walked back towards the hotel, in hopes that Gwen hadn't woken up yet.

I ran across the street, without looking both ways, and recieved a few honks from the cars. "Sorry, in a hurry!" I shouted. I continued running towards the hotel, until I reached the parking lot. I bent down, to catch my breath, and then I started walk towards the door. I walked back in, and up the stairs to the third floor. I walked towards our room, and put the keycard in. I opened the door, and saw Gwen was already awake, and had her back turned to me. "You left me." she said, turning around, showing me that her arms were crossed.

I stared at her, and could tell that she wasn't happy. "I had a good reason," I said, walking over to her. "Save it." she said, turning back around. "Oh come on, Gwen," I said, grabbing her chen, and turning her head so I could look at her. "Look, you know that I care a lot about you, and I didn't want to leave, but I had a thing to take care of." Gwen stared at me. "I can't stay angry with you," she said, pecking my cheek. "So, what did you go out for anyway?" I smiled at her, and grabbed the box from the other side of the bed. I turned back around, and showed her the box. "What's in the box?" she asked, a hint of excitement in her voice.

I put my left hand on top of the box, and let my fingers hover over the lock. "Gwen Tennyson," I said, just barely opening the lock. "I want you to know that I love you very much, and that I never stopped loving you. Even before you revealed your crush on me." She looked stunned. "Even though we hated each other, I deep down really friggin' loved you. Not as I do now, but you were like a sister to me." She stared at me, and finally hugged me, very tight. "Oh my God, Ben!" she said. "I can't believe you just said that!" I gently pushed her away, and opened the box.

She stared at the necklace in disbelief. "Ben," she said, lightly brushing the necklace. "That is so romantic!" We kissed, and as we did, I took the necklace and put it around her neck. She pulled away, and looked at the necklace. "How do I look?" I smiled as I looked at her. "Like a princess." I said, then added. "_My _princess." She smiled, and said, "Let's spend the day together!" I smiled. "Ok!"

A/N: I'm sorry I haven't been able to write in a month. I been up to my elbows in homework, and I guess I could have written on spring break, but I had other plans. So anyway, I just wanted to let fans of this story know that I haven't forgotten about you, nor will I ever. In other news, I'll be working on a Halo Fanfiction, for those of you who are fans of Halo. Not only that, but it's a crossover with Red Vs. Blue. It's not really a lot of Red Vs. Blue, but most or all of the characters are going to be involved in someway shape or form. It's mainly going to unfold into a Jortana story (John-117 and Cortana fanfic.) The Fanfiction will start at the ending of Halo 4, but will pan out in a different way. So, look out for that, and keep reading these. It really helps my chances of continuing to write.


	16. Update

UPDATE

For all of you Ben 10 fans out there, and to the few that actually read and appreciate my story, then you will probably not going to like this update. Before you think, "Oh, the story's over, you're the worst writer ever", please just read this. The story is not over, but it is postponed. It's postponed because of the lack of ideas, and I need time, to do these chapters, and I have two other fanfics out there (A Halo/RVB one, and a all-new Star Wars one. Well, new depending on WHEN you're reading this.) Anyway back to the ideas thing. If you would like to message me about ideas that you have, and would like to suggest, go right ahead.

Just keep in mind that your ideas would be going to MY story, and I could modify them however I like. But that doesn't mean I won't listen to your ideas, I will. And if I like them, I might put them into the story. But until further notice, the story is officially put on hold.


	17. Chapter 16: The 1951 and 1986 Crisis

Chapter 16: The 1951 and 1986 Nuclear Crisis

A/N: Hells, to the yes! I'm back. And so is the Ben 10 story. So, before we kick this thing off, I'd like to point out a few things. Number one, and the most important, my life is taking a dark turn. I've failed both semesters of my geometry class, and I'm currently in summer school, making it up. And, because of this, I may not be able to write that often as I did in the late winter earlier this year. Number two, I'm on summer break, obviously, and I don't have a ton of free time on my hand at the moment. Number three, I realize now that I have three fanfics out on my "page" or whatever calls that. So, I want to try to balance them. I want to aim at getting one chapter a week for one story, starting with this one. So, my Halo/RVB and the Star Wars fanfic are still on the table. So, the story continues...

Hello, my name is Ben Tennyson. I'm a 8th grader, starting next school year and- "Ben! Ben!" Damn it, hold on. "What?" I called out. "Grandpa's on the phone!" Gwen called. "He wants to talk to you!" I got up from the couch and stretched. I walked into the kitchen area, where Gwen was waiting. "Thanks, Hon." I whispered, pecking her cheek. I gently took the phone from her, and put it to my ear. "Hello?" I greeted Grandpa on the other line. "Hello Ben," Grandpa's voice said. "How are you and Gwen holding up?" I thought about what to say. _I could tell him that we're fine, or the usual,_ I thought. _Ah, screw it._ "We're fine here Grandpa," I said. "We're doing just fine."

"Really?" Grandpa's confused voice called from the other line. "That highly surprises me." I switched the phone to my dominant hand. "No, no, no Grandpa," I said. "We're fine here. Really." It took a few seconds for Grandpa to answer, and I was beginning to fear that he wasn't buying it. "Well that's a relief," he said. "Listen Sport, I'm heading back from the next town, and I'll be there in an hour or two." I was glad. Not that I didn't want to be alone with Gwen, _my_ Gwen, but I wanted to get on the road again. "Ok, Grandpa," I responded. "See you in a couple hours." It took a moment for him to respond. "Ok," he said. "See you in a few hours." I was about to say goodbye, when I realized that he had hung up.

"Huh," I said, putting the phone on the reciever. "That's funny." Gwen walked up to me. "What's funny?" she asked. "I was about to say goodbye," I said, looking at her. "But he hung up. No goodbye, no 'I love you', no nothin'." Gwen looked at me strangely, but then said, "Maybe he's in a hurry." I shook my head. "I don't think so." I said. I then decided to tell Gwen the truth. "Gwen," I said. "I'm scared." She looked back at me. "Why?" she asked. "What is there to be afraid of?" I thought for a moment, and then beckoned for her to join me on the couch. "Well," I said. "Think about it. Do you find it strange that we're the only guests in this five-star luxury resort hotel?"

"Yeah," she said. "I guess so. What's your point?" I could tell that I might be confusing her by now. "Gwen," I said. "I've just felt uneasy since we set foot in this town." She looked at me strangely again. "I think you're just paranoid." I looked around, for some evidence I could use to convince her. I spotted a map on the wall of our room, and went up to it. "What are you doing, Ben?" she asked. "Hush Gwen," I said, gently. "I'm trying to think." I looked at the map, and saw that the town didn't have a name. In fact, the town we were in wasn't even _there_. This sent a chill down my spine. I quickly ran to the balcony, and opened the door. I walked to the railing, and bent over to the right, an saw a flashing sign in the distance. It said: "Welcome to Riverside. Pop. 5, 451."

"No way," I said. "There's no way in hell. Gwen come here." I heard her get up from the couch, and walk over to me. "What is it?" she asked. I pointed to the sign. "Gwen look at that sign." She squinted at it. "It says welcome to Riverside," she replied. "So what?" I grabbed her hand, and dragged her over to the map. "Well," I said, pointing at the map. "Look at this. Riverside isn't on the map. In fact, the town doesn't even exist on the map!" She stared at me, with a look of terror on her face. "And does it confuse you, that they just let in a random 13-year-old boy, into a jewelry store?" She continued staring at me.

"Well," I continued pummeling her with information. "What about the fact that they didn't even ask me where I got the money, and they just let me buy a five-hundred dollar necklace?!" She looked as scared as I was now. "You're right," she said. "Let's get out of here." Just then, there was a knock at the door. We both jumped, and looked at the door. The knock came again, followed by another two. This time, they were louder. I ran to the door, and looked through the peephole, and saw Grandpa Max standing there, with a very impatient look on his face. I opened the door, and Grandpa greeted me. And rather harshly.

"Gwen, Ben!" he said. "Get your stuff! We're leaving!" I looked at Grandpa. "Why?" I asked. "And how did you get here so fast? You just called me a few minutes ago!" He looked at me. "Ben," he said, confused. "I didn't call you a few minutes ago. Are you feeling alright?" I was about to do something, and I don't remember what. But what I heard, I'll never forget. Because it sent dozens of chills down my spine. I heard a cackling sound, from behind me. Sweat started to bead up on my forehead, and dozens of chills went down my spine. "Uh," I said, very scared. "Did you guys just hear that?" I asked. Gwen looked at me, with the same expression. "A cackling sound?" she asked. "Check!"

I turned around to see a hunched figure, just standing there. He must have been the guy that was cackling, because he did it again, and it was even more distorted and louder. I was tempted to hold my ears, but he stopped. "What the-" I started. "Who are you?" The figure looked up at me, and you'd never believe it. It was the receptionist, from the hotel! His eyes were bloodshot, and he was standing funny. "It's too late," he said, still cackling. "It's far too late. You're already his client." With that, he just fell over. "What just happened?" I asked, turning around. Gwen and Grandpa stared at the man's body.

Gwen finally walked over to the body. She felt his neck, and a look of horror played on her face. "Grandpa," she said. "You're not going to like this." Grandpa walked over to the receptionist's body. "What?" he asked. "What did you find?" Gwen looked at him. "He has no pulse!" I was horrified. "He's dead?!" I shrieked, in absolute surprise. "Not exactly," she said. I was a bit confused. "He has a wooden face!" Gwen said. "And wooden skin! He's a puppet!" I slapped my head. "That's all for me, fans!" Without even thinking about Gwen and Grandpa, I ran out the door. "Ben!" I heard Gwen call. "Wait!" I had already had ran down a very messy hallway, with all the doors open, and a dirty carpet.

I ran down the stairs, and to my surprise, the last flight of stairs were halfway destroyed. I slipped and fell down the last four stairs. Once I had gotten up, and shaken off the dizzy feeling, I ran to the front desk for help. Only problem was, it wasn't there! I looked around the trashed lobby, but there was nothing. Not even a front desk. I looked around, for something to help me. I saw that even the front doors had been torn off their hinges, and were long gone. I looked back, and the doors to the pools had been busted down. I ran in there, and narrowly avoided a fifteen-foot drop to the bottom.

Both of the pools had been drained! And I could tell because of the chunk of wall that had been blown out. I looked towards the hall that led down to the sauna, and locker rooms, and what I sw confused me even more. The hallway was blocked by debris from the ceiling! "What the hell..." I said. "That wasn't there two days ago!" Something about the current place I was in reminded me of what my fifth grade teacher, Mr. Hall or Hal or whatever his name is told the class. He had called it "The 1986 Ukraine Crisis". I etched at my head to remember, as I walked back into the destroyed lobby.

He had said something about a lot of people had lived in this big city in Ukraine, and then one day, it became a ghost town. It was just painful thinking about this. "Damn it!" I said. "What was the name of that town?!" I had walked out of the hotel, and just then, the wind blew a newspaper into my face. I reached around, searching for the paper's edge, and eventually found it. I pulled the paper off my face, andd looked at it. It was a fairly old paper, since it was dark brown and rotting a bit. I squinted to read the headline, since the words were faded. "1951 Nuclear Crisis Destroys Riverside," I said outloud. _Riverside,_ I thought._ Riverside. 1986. 1951. Nuclear. Ukraine. Charnable? No. Chernable? No..._

I continued thinking. "Chernoble," I said. "No. Chernoblye. No. Chernobyl? Chernobyl! Chernobyl!" I looked up from the newspaper, and saw destroyed buildings all around me. Suddenly, I felt more scared. Considering, I had just unraveled a small piece of this very large puzzle. "Holy Christ!" I said. "Chernobyl! That's it! That's the connection!"

A/N: So, I hope that everyone who reads the Ben 10 fanfic enjoyed this chapter! Before I close it, I want to point out a few more things. One, return here in three weeks for a new chapter. Two, I know that this is hard to accept, but like I said before I started the chapter, I want to balance the fanfics I already have out. So, one chapter a week, starting with the Ben 10 fanfic. So, what do you think Riverside is now? Who do you think runs the puppets? Find some new clues in the next chapter, in three weeks!


	18. Chapter 17: Ben's Worst Fear

Chapter 17: Ben's Worst Fear

A/N: I have taken an extreme interest in my own story, after going back and reading all of the chapters in here. So, I decided that I am going to focus on the Ben 10 fanfic, and since it may be a little unfair to make my readers wait three weeks for every new chapter. If you don't recall that, than look at the authors note in the last chapter. So, enjoy this chapter, and expect more from me, until there is no more of the story to write.

Ben stared at the 1951 newspaper. "Christ alive!" he called out. "That's the connection! Chernobyl!" _Let's recap,_ I thought. _Gwen and I are stuck in this creepy abandoned town, with a puppet receptionist. Question is, who's doing this and why did the town look so new a few days ago? And what did the puppet mean by "you're already his client."? _"What about Chernobyl?" I heard someone behind me. I turned around, to see Gwen and Grandpa Max standing there. "Ben, what was with you running out of the room like that?" he asked.

I stared at Grandpa and Gwen. "Don't you guys get it?" I asked. "I have it! I know what this place really is!" Gwen looked at me, with her arms crossed. She didn't look mad, she just had a cocky smirk on her face. "Yeah?" she asked, laughing. "So do we! This place is called Riverside!" I shook my head at Gwen. "No, no, no." I said. "It's not. I mean it is, but at the same time it's not." Gwen looked at me. "What exactly do you mean by that?" she asked. I showed her the newspaper. "Don't you see it?" I asked. "Riverside, this town was destroyed by a nuclear crisis in 1951." Grandpa started clapping. "What?" I asked, taken off slightly.

"That's what I've been trying to tell you two!" he laughed. "Good detective work Ben!" I stared at him. "What detective work?" I asked. "All I did was run through the main floor, and the newspaper found me, not the other way around." Gwen smirked. "So?" she asked. "That took a bit of intelligence, to connect this place to the Ukraine crisis of Chernobyl." All of a sudden, I started to get the most painful headache I have ever had. I stumbled, holding my head in agony. "Ben!" Gwen exclaimed, approaching me. "What's wrong?" Grandpa Max walked over to me, and placed his hand on my back.

"The radiation levels could be rising, like they always do." he said. "We need to move." To this day, I don't know why I decided to say this, but I did. "No!" I said. Gwen looked at me. "Are you insane?" she asked. "Do you want to get cancer?" I stood up straight, the headache suddenly gone. "Look," I said. "I don't know if you heard what that crazy puppet guy said, but he said we were 'clients'." Gwen just shook her head at me. "What do you care?" she almost yelled at me. "It's just a puppet, and this place is just abandoned." i shook my head. "No," I said. "It's not." Gwen rolled her eyes. "Yes, it is." she replied.

"Ok," I said. "If this place is abandoned, then who was controlling the puppet?" She looked at me, surprised. "Oh," she said. "I guess I didn't-" She started to say something, but she was interrupted. I suddenly felt a small weight on my right shoulder. "Of course," a male voice said. "You forgot. You and your pathetic species." I turned to my right, and saw a small alien standing on my shoulder, holding a cane of some kind. "What the-" I said, looking at the small alien. "Who are you?" The small alien looked at me. "Of course. You forget about the only Galvan you've ever met. Typical of you humans." _The creator of the Omnitrix is a Greymatter?_ my ten-year-old voice echoed in my head.

"Azmuth?" I asked, wearily. The Galvan gave a rare look of delight. "Oh," he said. "You do remember!" Gwen looked at Azmuth. "Wait," she said. "_That's_ Azmuth?" Azmuth looked at Gwen. The Galvan looked at Gwen. "Gwen, isn't it?" he asked. "Benjamin's cousin, how are you?" Gwen was about to respond, but I responded first. "Cut the crap, Azmuth." I replied, looking back at him. "I beg your pardon?" he asked, turning to look up at me. "You're here for a reason, Azmuth," I said. "And that reason is usually because I messed up. So, what did I do?" Azmuth looked at him. "You disobeyed my orders." I looked at him. "What orders?" I asked. Azmuth rolled his eyes. "The very last thing I talked with you about?"

I shook my head. "Benjamin Tennyson!" he said. "I teleported to your house. To fix the Omnitrix. _My_ Omnitrix." I scratched at my brain to remember. "And you activated the Omnitrix multiple times the next day!" I hung my head, finally remembering that day, three years ago. "And it seems to have benefitted you." he said. I looked up at him, in complete surprise. "What did you just say?" I asked. He pointed at the new and improved Omnitrix. "Well," he said. "Look at it." I looked at the Omnitrix. "What about it?" I asked. "Well," Gwen said. "It keeps track of your health, and you can manually select an alien species from the DNA helix." Azmuth looked up at Gwen. He let out a rare giggle. "A child's mind is a truly delightful thing, indeed."

Gwen looked at Azmuth. "I'm not a child anymore, Azmuth." Grandpa started laughing. " That's a good one, Gwen," he said. "Not a child anymore. You are just as equally a child as Ben." Azmuth turned back to me. "Your cousin is correct, young one," he said. "The Omnitrix has indeed evolved. And it has accessed itself into new abilities. The battery is now as twice as long, and the 'mental command' you used, is stronger now. It will take you much quicker to telepathically commune with it. You use this ability wisely." He tapped his cane on my shoulder, and in a blur of white light, he was gone.

"So," I said. "Like I was saying before we were interrupted. There is more to this town. There has to be." Gwen looked at me. "I guess I didn't think about a puppet master." she replied. Even I didn't know what she was talking about. "A what?" I asked, using the most curious tone I could. Apparently, she bought it. "A puppet master," she said. "Is a group or person who control others." I looked around, feeling a bit scared again. Of course, fear was a common theme in this town. "What's wrong, Ben?" Gwen asked. "I feel like we're being watched." I replied. "Do you intend to do something about it?" Gwen asked. "Yes," I said, looking back at them. "We're going to find out what's wrong with this ghost town."

Grandpa looked at him. "I guess we could do some investigating." he said. "Where do you intend to start?" I thought about it. "The sewer system." I replied. Gwen made a face. "You want to go in the sewers?" she asked. "I'm not going in the sewers!" I narrowed my eyes. "I didn't say _you or Grandpa_ were going with me." I snapped. "That's not a choice." I stared at them. "I don't care," I said. "Besides, think about it. How else do you think the Puppet Master gets around?" Grandpa looked at Gwen. "He sounds serious." he said. "I _am_ serious." I replied. "_Dead _serious." Then, a voice interrupted me. "You're right about that, dead." it said. I looked around, but Grandpa and Gwen didn't seem to hear it.

"Ok," Gwen said. "If you are going to search the sewer system, which I believe is dangerous, what am I and Grandpa supposed to do?" I thought about it. "Search the jewelry store," I said. "Where I bought you that necklace. There's got to be something to find there." Gwen felt her necklace, and a faint smile played on her lips. "Wait, wait, wiat," Grandpa said. "You bought your cousin a necklace, Ben?" I shook my head, banishing the thought from my head at the moment. "There's no time for that now," I said. "Just get going. And be careful. I have no idea how many demonic puppets are in this town."

We departed without anymore words. I walked over to one of the drains that led into the sewers. "Ok, into the sewers that haven't been used in sixty years," I said. "I'm starting not to like this plan." I got onto my butt, and slid down the drain into the sewers. The drop was a few fett, but it wasn't that bad. "Omnitrix?" I whispered. It beeped. "Do you have a flashlight and a motion sensor, by any chance?" I asked. "Activating flashlight." it said, as three steady beeps were made, followed by three more, over and over. I needed no help to know that it was probably the motion sensor. I looked at the tunnels ahead of me. There were three, to the east, forward and west. I wanted to stay near my family, so I decided to go west.

I started down the west tunnel, my flashlight shining bright. I eventually got to the end of the tunnel, and into the main sewer bay area. I looked past the railing, where the water ran. But there was no water. Not for at least fifty years. I looked around, and saw a bridge that crossed over the gulley. I found another tunnel, and was about to proceed down it, when I heard the Omnitrix start to beep rapidly. I looked at it. "Multiple targets coming from all around us," it said. "North, East, South, West, Northeast, Northwest,-" It started listing off the directions of the compass, but I interrupted it. "I get the memo," I said. "How long do we have?"

"We have," the Omnitrix announced. "Approximentaly zero seconds." I scowled. "Thanks for the help," I growled. "You alien piece of junk." I turned around in circles as I saw many puppets encircle me. And not just any puppets. They were clown puppets. "Of all the types of puppets!" I yelled. "Do they have to be clowns?!" The puppets puppets were closing in on me, and when they got into full range, they just stopped. "We know what your fear is," they said all at once. "Ben Tennyson." I was a little surprised about the fact that these puppets knew my name. But I didn't care. "Yeah?" I asked. "I know what my fear is too. It's clowns. And you puppets are making a horrible impression."

"No," they all said at once. "Clowns are not your true fear. Allow us to demonstrate what your worst fear is." They all opened their palms, and a greenish-yellow dust flew into the stale air from their palms. I didn't know what it was, but it depleted the oxygen around. _So,_ I thought. _My worst fear is not being able to breath? That's one of every human's fears!_ I started gasping for air, and started scratching at my throat. All of a sudden, the puppets vanished, along with the sewer around me. Now I was standing in a snowy cemetary. I was standing right next to Grandpa Max, and the rest of my family. All except for Gwen, everyone was there.

"Grandpa," I said, looking at him. "What's going on? What's wrong?" I waited for him to answer, but he didn't seem to hear me. _I will always love you,_ a voice echoed in my head. My head throbbed with pain when the voice echoed through my mind. It sounded like Gwen, but it was an older Gwen. "You will be missed," Gwen's mother sobbed. It was the first time in whatever this was, that I heard Gwen's mother talk. I looked at the headstone that they were so interested in, and the one that concerned him. When I looked at the headstone, my heart nearly stopped. It said: "Here lies Gwendolyn Tennyson, loving cousin of Benjamin Tennyson."

"Gwen is dead?" I said, tears starting to come to my eyes. "You too, Ben." My mother's own voice startled me. I looked at the headstone that sat next to Gwen's, and the "description" scared the living daylights out of me. "Here lies Benjamin Tennyson, loving cousin of Gwendolyn Tennyson, and renowned hero of Bellwood." _Wait,_ I thought. _I'm dead? But how can that be possible? I'm standing right here._ Suddenly, I felt really tired, and I blacked out from whatever twisted nightmare I was having.

...

I don't know how much time passed. I don't even know how I'm still alive. I woke up, in the corner of the sewer, after having a vivid vision. I stood up, shaking my head. "It was all a dream!" I said. "But why did it seem so real?" All of a sudden, I knew that clowns weren't my worst fear anymore. It was losing Gwen.

A/N: So, what do my readers think about Ben's hallucination? As I stated above, I plan on updating the story until it's done. So, till next time!


	19. Chapter 18: The (Very) Ugly Truth

Chapter 18: The (Very) Ugly Truth

A/N: Ok, I hate to spoil this part of the story, but here we go. Ben's hallucination in the last chapter, was 100% truthful. As much as I hate to say it, Ben has just given a look at a very possible future for him and Gwen. So, it is possible for him to change his future, but he just has to take the correct path. So, I hope you enjoy the chapter.

I had just gone through the most horrific vision of my life. I was horrified now that I had realized my true worst fear. For years, I had believed that clowns were my worst fear. Sadly, clowns are not my worst fear. My worst fear is losing the love of my life. Gwen Tennyson, my sometimes annoying, but very pretty cousin. But there's more to the vision. It revealed to me that she's not the only factor in my fear. The other factor is me. The way I play a part in the fear is the simple fact that along with losing her, I'm afraid to die after she has.

The puppets told me that they knew what my worst fear is. Sadly, they were spot-on. They knew about my love for Gwen. But how could they? Puppets are inanimate objects. They don't know nothing. Unless... they were possessed! But there is only three people that I have the pleasure and displeasure of knowing who can use magic. Gwen, who I have the pleasure of knowing, has known how to use magic since one of our earliest encounters with Charmcaster, and her uncle, whose name escapes me. The other two, of course, are Charmcaster and her uncle. But why would Gwen want to possess puppets? She loves me! What did I do to her? I shook my head. _It must be Charmcaster or her uncle,_ I thought. _Maybe both._

I finally got up from the corner of the sewer that I had passed out in. "Better get on the move," I said, panting as I got up. "Have to get to Gwen and Grandpa." I needed to settle my nerves, I was still scared about my vision. So, I decided to use the Omnitrix to pass the time. "Omnitrix?" I whispered. I heard it let out it's beep, as always. "Your creator, Azmuth," I said. "Why did he create you?" It took a few seconds for the Omnitrix to respond, but it eventually did. "Azmuth created me for educational purposes," it said, in it's robotic voice. "I was never intented to be a weapon." I finally came across a ladder, that led up to a hatch that was open.

_Finally,_ I thought. _A way back up to the surface. Well, I shouldn't be excited. I'm heading back into Riverside. Or, what's left of it._ I shrugged, and grabbed the rungs of the metal ladder, and began to climb. I reached the opening, and looked around. I appeared to be in the back room, of some kind of shop or building. _The jewelry shop!_ I thought. _Or maybe it's not a jewelry shop. What if it's something else?_ I pulled myself through the hatch, and I found myself in what appeared to be a dressing room. _Why would they have a hatch that goes down into the sewers in a dressing room? _I thought. _That doesn't make a lick of sense!_

I walked over to a doorway, and took cover. I heard voices beyond the door. "You won't get away with this Hex." I heard a voice. It belonged to Gwen. I heard a cackling laugh. "Believe me my dear," the voice said. "I already have. You and your snot-nosed cousin already walked into my trap." _Hex!_ I thought. _That's Charmcaster's uncle!_ "Don't talk about my cousin like that!" Gwen yelled. _Why is she defending me?_ I asked myself. _Surely Grandpa is with her, and he might get suspicious about what she's doing. _"Where is your cousin anyway?" Hex asked, his voice full of curiousity. "He said something about going to the sewers." Gwen said. _What the hell,_ I thought. _Why would she tell him that?! I mean, I'm not in the sewers anymore, but still! What the hell?_

"Go look for him," Hex said. "And bring him alive. I want to make him suffer, like the other guards did." I was pretty sure Gwen wouldn't like what Hex had just said. I heard walking in my direction, and I quickly hid in the shadows. "Omnitrix!" I whispered, looking at it. "Give me a random alien!" It beeped, and eventually changed me. "Upchuck!" I shouted. "Hmm?" I heard Hex say. "Go check that out!" I heard a grunt, and shuffling coming in my direction. I saw the shadowy figure of a puppet enter the room, and look around. After not finding anything, it was about to leave when I grabbed it with my tongue.

I chewed it up, creating a ball of atomic energy in the pit of my stomach. I jumped out from the shadows of the doorway, and shot it at Hex. Hex was knocked over and didn't move. _Ben, _I thought as I changed back to myself. "Great timing!" Gwen said, rolling her eyes at me. But I knew she didn't mean it. Her eyes told me otherwise. She was just disguising her caring for me. "Gwen," Grandpa said. "Calm down. I'm sure Ben has his reasons." I sighed. "Yeah, that's right." Grandpa rubbed his chin. "Well," he said. "All we have to do is figure out what Hex is planning." I laughed. "I've already got that down."

They both looked at me in surprise. "I'm sure you have proof of this?" Grandpa said. I cleared my throat. "Look," I said. "You dropped us off at this hotel in this small town, Riverside. However, Riverside isn't all what it seems." Grandpa looked at me. "What exactly do you mean?" he asked. "While you were gone," I said. "We got a phone call from you. But it wasn't you, it was someone else trying to draw us out." Gwen looked at me, with a strange look. "Are you running a fever, Ben?" she asked. "What?" I asked. "No! No, I don't. So, someone who replicated Grandpa's voice to draw us out. Also, we were the only guests in a five star luzury hotel in what seemed like a while."

"It's possible," Gwen replied. "I suppose." I heard a beep from the Omnitrix, but ignored it. "It's possible? It's possible?" I asked. "No, it's not. This is happening. Right now." Gwen sighed. "Then where is your proof that Hex is planning something?" she asked. "I don't need proof. I can just tell that something is off here." Grandpa nodded. "I think the clerk of the jewelry store was actually a puppet." I said. "I find it highly suspicious that they just let me in." Gwen just stared at me. "We've been over this Ben," she replied. "You bought the necklace for me as friendly gesture. Who wouldn't find that sweet?"

"I don't think they found it sweet," I said. "I think they found my purchase to be blessing." Gwen looked confused and was probably about to speak, but she was interrupted by the Omnitrix beeping again. I ignored it once again, and Gwen spoke. "Ben, I think the Omnitrix is trying to tell you something." I sighed. "Just ignore it," I said. "It's not important." Grandpa cleared his throat. "Omnitrix, what's the problem?" he asked. The Omnitrix beeped and responded. "Warning. Warning. Warning," it said. "Tennyson, Ben, is intoxicated on a very high level." Gwen and Grandpa looked at me with wide eyes. "Intoxicated?" Gwen asked. "As in intoxicated by alcohol?"

"Negative," it said. "Tennyson, Ben, has been exposed to unknown nerve gas in the air. And, according to my calculations, so has Tennyson, Gwen." Gwen's eyes widened. "But, that's impossible!" she said. "I'm not twitching uncontrollably! I feel fine!" I chimed in. "And so do I." We heard someone clear their throat. I looked over to see Hex getting up. "My uh, nerve toxin doesn't cause uncontrollable twitching or of that sort," he said, wiping blood from his lips. "All it does is cause minor headaches, chills, and fear."

"So, what you are ripping off the Scarecrow?" I asked. "The what?" Gwen asked. "Scarecrow," I said. "Is a D.C. Comics villain in Batman's rogues gallery." Hex shook his head. "No, I just needed somekind of new supernatural things to test," he said. "And a found a rare fungi that grows in this area now. It came in handle to create a speel that gives future visions regarding the host's greatest fear." _I do have a headache, but no chills._ "Then why is Gwen, my cousin, feeling the effects?" I asked. "Simple," he said, reaching into his robes. "The 'necklace' you bought from my puppet clerk. The fungi is embedded deep in the stone."

"You won't get away with this." I said, placing my hand over the Omnitrix, ready for any attacks. "I already have." he said, grinning. He quickly took something out of his robes, and threw it to the floor. The room filled up with smoke, and we all held our breath. After the smoke cleared, there were multiple clown puppets. "Run." I said, when I knew the gas didn't have a contagious agent in it. "We won't leave you." Grandpa said. "Run, go!" I shouted. "I'll handle this!" Gwen took a huge risk at saying and doing this. "Be careful." she said, gripping my wrist. "Aren't I always?" I asked, looking at her out of the corner of my eye. "Now go!"

They ran out of the shop, and down the street. Once I was sure that they were gone, I turned to face the puppets. "Omnitrix, ready a strong, durable alien species for me." It beeped, and spoke. "Loboan sample added, and ready." I raised my fists, and said, "Ok, boys. Let's see what ya got." One of the puppets ran forward and threw a punch. I caught his wooden fist, and kicked his kneecap joint. Another one ran foward as I was handling the puppet in my hands. He wrapped his hands around my throat, starting to choke me. "You can't fight them all alone, Tennyson," Hex's voice said, over an intercom. "Lucky I'm not alone." I whispered, throwing the puppet over my shoulder and breaking his back.

As I recovered, I slammed my hand down on the Omnitrix. After the flash faded, I shouted the aliens name that I hadn't been in a long time. "Benwolf!" I howled. The puppets didn't have enough time to react. I howled that super sonic howl that I used to do, destroying most, if not all of them. I reverted back to my human form, clapping my hands in victory. "Looks like that wasn't too hard." I said, about to turn around to walk out of the shop. One of the puppets, the one I threw behind me leaped up before I could turn around. He covered my mouth, and forced it to stay open as he is doing this. "I think you need another dose of your medicine, Tennyson!" the intercom announced.

I felt the nerve gas spray into my mouth and both of my nostrils. I started coughing, as he let go off me. I was so disoriented, that I immediatly fell over, rolling over and passing out on the wooden floor.

...

"You're okay," I found myself saying. "You do know that. Right?" I realized that I was standing in a hospital room, and Gwen was the one in the hospital bed, in a hospital issued tunic. She looked older, maybe 16? So, I thought in this vision, I would be the same age. I couldn't control myself at all. I could only watch as the vision played out in first person. I walked over and kissed her on the lips, as she smiled at me. "I feel fine Ben," she said. "But you really shouldn't be here. You should be out stopping Vilgax." I laughed, as I walked to the window, and looked outside into the city's streets.

"Oh trust me. He'll pay. He's next on my to-do-list." I replied. "That's not what I meant, Ben." she said. "I meant that you really shouldn't be here. After our parents found out about 'us' last year, they forbid each other from being together. 'Even a hundred feet away is bad', they said." I scoffed. "My parents wouldn't know true love if it bit 'em in the arse." I replied. She didn't answer for a minute, and I was about to turn around, when she finally spoke. "Benjamin Tennyson!" she said. I turned around. "What?" I asked. "It's true." She sighed, and I turned back to the window. "Well, I suppose." she said.

"Just a couple more years, Gwen." I said. "Then we can move out of the city, and get married and I'll put up the Omnitrix forever." She let out a laugh. "I'll stop Vilgax tonight, and make you pay for what he did to you." I said. "I'm finished with him. I can't let him continue to hurt innocents. Wouldn't you like that, Gwen? Gwen?" I turned around after she hadn't spoken for about twenty seconds. She had her eyes closed, and she wasn't responding. "Gwen! Are you alright?!" I said, walking over to her. Still no response. I looked at the monitor, to see her heart rate slowly dropping. "Gwen!" I said, as I started to give her CPR. After I did the first stage, I checked her for signs of breathing.

She was breathing, but slightly. I heard her groan in pain, but she didn't open her eyes. "Gwen! Come on! Stay with me!" I did the first stage again, and checked for breathing. It lasted for a few seconds, and she stopped breathing. Then, I heard the most haunting sound of my life. It was the sound of her monitor. And she had flatlined. I had started to cry already. And I was bawling like a baby now. I slammed my fist into the sheets. "You maniac!" I said, nearly shouting. "Damn you to hell, Vilgax! I promise on my true love's death bed, that tonight you will die!" I got up, still crying. "I'm sorry, Gwen." I said, as I walked out of the room. Before I left, I said one final sentence. "You have my sympathies."

...

My eyes opened, after the nightmare. "The hell?" I said, sitting up. I looked around, to see no puppets. I got up, and ran out of the shop. I ran down the street of the decimated town. "Grandpa!" I called. "Gwen!" I continued to run, but didn't hear anyone. "Grandpa! Gwen!" I called once again. Finally, I got an answer. "Ben?" I heard Gwen's voice. "Follow our voices!" After about five minutes of running, I found them in an alleyway. I sat down, to catch my breath. When my Grandpa dropped the ball. Not literally. "When were you going to tell me about you and Gwen?" he asked. If I was chewing bubble gum, I would have just spit it out.

"What did you just say?" I asked, looking up at him. "You heard me," he said. "When were you gonna tell me that you and Gwen are dating?" I hung my head. "We're not in trouble Ben." she said. I looked up at him. "But you're not confused?" I asked him. He laughed. "Confused?" he asked. "Yes. Angry? No." I stood up to face him. "You have to be disgusted by this, Grandpa." He looked at me. "A little yes." he said. "But it's not up to me. It's up to your parents."

Gwen walked over to me, and gripped my hand. "So, we can be together?" Grandpa sighed. "Well, ah, just don't do anything in front of me, will you?" he said. "And not to mention you could be the weirdest couple in Tennyson history." I laughed. "Oh, we know." Grandpa laughed and cleared his throat. "Now let's go find Hex so we can get out of this ghost town guys!" With that, we ran out of the alley and back into the streets.

A/N: So, Ben and Gwen's secret has been spilled. However, it's up to the parents. In the next chapter, they will (probably) get out of the town. I have no idea where they would go next. But after you are done reading, shoot me an idea. It would benefit you greatly. If I like your idea, I will use it for the next few chapters. If I don't, well you get the idea. If I like the idea, you will get a shoutout in the chapter where your idea takes place. Also, sorry I haven't updated recently. I have some serious problems in my life, and I'm still getting over them. Until next time, people!


	20. Chapter 19: Delaying the Shipment

Chapter 19: Delaying The Shipment

I own no rights

A/N: So, this is the chapter where Ben, Gwen and Grandpa Max "delays" Hex's shipment of the gas he manufactured. Also, yes. I got the gas idea from D.C. Comic's villian Scarecrow. But I tweaked it, so the gas doesn't mess with them as much. It gives the victim a vision of their worst fear, associated with the future for them. I hope that makes sense, and I'm not trying to rip off D.C.!

We had walked around the city for about ten minutes looking for Hex, but without any luck. "This is really frusterating me," I said. "We are not going to find him. Can we just leave?" Gwen turned to look at me. "Aren't you the one who had his mind set on catching Hex?" She asked me. "Yeah," I said. "But that was before I realized how much progress I haven't made." Grandpa Max stopped walking and looked at me. "What are you talking about Ben?" he said. "You've come fairly far from the lazy ten-year old boy. Nothing seemed to go right for you then."

"And you've changed!" Gwen said, putting her hand on my shoulder. "You are a lot more responsible! And excuse me for saying this Grandpa, but you're hell bent on bringing down Hex!" Grandpa Max didn't even seem mad at all. "She's right, Ben." he said. "Let's keep moving, kids." I finally nodded and got up. "Ok," I said, with confidence in my voice. "Let's go." We started walking off, and eventually heard voices down the street. "...Ok," it was Hex's voice. "This is an important shipment. Just like we practiced. Once you get to the next town, distribute the gas into the ventilation systems. Now go!" I peeked around the corner, and saw two of my older foes.

Sixsix, one of the infamous alien mercanaries that Gwen, Grandpa and I encountered a few times. And, not really another old foe, but one of the female bikers. Rojo, I believe her name was. And, she was wearing her armor from when I fought against the Negative Ten. "I told you aren't getting away with this," I said, stepping out into their line of sight. "And I intend to keep that promise." Hex slowly turned around to face me. "How brave you, Mr. Tennyson!" he said. "Always getting more and more sick after each dose of your medicine!" He gestured for a puppet, and one came over to him. "Give him another dosage," he said. "Oh, and uh, triple the dosage shall we?"

"Omnitrix," I whispered. "Random alien. Now!" The Omnitrix complied, and transformed me. "Swampfire!" I shouted, after the transformation had commenced. "Rojo, Sixsix," Hex said. "Take care of Mr. Tennyson's accomplices will you?" I watched as Rojo and Sixsix moved in. "You won't get away with this." I said. He laughed. "Just give up, I've already gotten away with it." I shook, my head. "No," I said. "You haven't." _So, is this guy like Heatblast?_ Hex summoned a ball of energy from the staff that he always carried around with him and shot it at me. I dodged at the last second, but not without the energy slightly burning away a portion of the alien's left shoulder. I was about to let out a groan of pain, but stopped when I realized the alien's left shoulder was healing. _Cool._ I tried something, thought about growinga vine or something. Instead, I felt the palm of my hands growing hot. I looked at them, to see mini fireballs forming and quickly growing. I threw a fireball at Hex and somehow, he was unable to dodge or counterattack.

Hex quickly found himself incapacitated. _Ben._ I transformed to my human form. "Jeez, you are pathetic." I said. "I barely hit you." My victory was cut short. "Ben! A little help here?!" Gwen called. "Oh right!" I said. "Omnitrix, another random alien!" As I was running towards Gwen and her attacker, I heard the Omnitrix start to beep. I transformed into a turtle-type thing. "Terra- wait, what?!" I said. "Terraspin? What is this?! Random alien, again!" I heard beeping and saw a green flash. I transformed into an orange dog thing and it dawned on me that this was Wildmutt. _Are you kidding me?! _I charged over to Rojo and scratched her. I hit it with my claws until she fell over. "Good boy!" Gwen said, patting my head. This annoyed me. _Ben. _Once I was human, I looked at her with an annoyed expression. "I'm not a dog!" I said. She laughed. "I know! That's just the alien you were and I felt like your life needed a little comedy!"

"Hey, I hate to interrupt the conversation," Grandpa Max said. "Can you help me out here?!" I sighed. "Be right over." I said. "Omnitrix, you know the drill." It beeped. "Indeed I do." it said. I transformed into a creature with eyes all over his body. _Pass. Random alien._ I heard a beep followed by a green flash. "Heatblast!" I said, as I transformed. "Now this is a alien I can get to work on!" I ran over to Sixsix and tackled him to the ground and started punching his armor plates. "Say Uncle!" I said. Eventually, he broke loose. "Random alien." I commanded. After I transformed, I said, "Ripjaws!" After I said, that, I started having trouble breathing. "Wrong alien! Wrong alien!" I said, hoarsely. "Random alien!" I transformed. "Cannonbolt!" I said. I started rolling towards a recovering Sixsix and hit him. He went flying and landed on Rojo. His jetpack made a mini explosion and both of them were disabled for the time being.

_Ben._ "Good job." Gwen said. "Focus on not doing so much damage." Grandpa said. "Do you have anyway of calling the authorities?" I asked. Grandpa shrugged. " I might be able to." he said. "I could call the plumbers if I can't make a connection with the police near here." He walked off and started messing with a gadget of his. "What do you think we do now?" Gwen asked, gripping my hand. "Why should I care?" I asked. "I just want to get out of this ghost town." Her grip on my hand tightened. "As long as I'm with you, I don't care where we go." she said. I looked at her. "Are you going to be really clingy in this relationship?" I asked. "Because I wouldn't like that. Maybe. I don't know." She looked at me. "Let's focus on building our relationship, before you use 'clingy'." she said. "Ok." I said. "That's fair." Grandpa Max walked over to us. "Ok, you two." he said. "I made contact with the plumbers and a group of them will be here momentarly." I let go of Gwen's hand. "Really?" I asked. "That took like two minutes. Not even that."

"I don't have time to explain myself." he said. "I'm prepping the Rustbucket. And then we're out of here." I let out a sigh of relief. "Oh thank god!" I said. "This place and the gas was going to drive me crazy!" After a half hour after this, a squad of plumbers arrived and they got the situation contained. They quarantined the town and cleaned any gas sources. We finally got away from the town. I eventually told Gwen about what I saw after I was exposed and she found it to be ridiculous. She said that she wouldn't allow herself to die, as she loved me too much. It was good enough for me. Little did I know, we'd be seperated sooner or later.

A/N: Jesus Christ. Am I glad to get that "story arc" over with. Did anyone else find this three chapter or how many chapters it it is story arc to be boring? Be honest people. So, we are entering the final stage of the story. A possible happily-ever-after if you will. Maybe. Ben will have to make a choice in a few chapters. So, why don't you think about that. I'm sorry this chapter is short as hell. I wanted to end this part of the story so bad from the very beginning. I have no idea why it came into existence anyway. So, until the next chapter!


	21. Chapter 20: Seperated

Chapter 20: Seperated

Disclaimer: I don't own Ben 10

A/N: First and foremost, sorry for not updating in a while. I've been back in school for a month now, and I don't find a lot of time to write. So, with the apology set in, read away!

It has been four long years. It was April now and I'd be seventeen in December, just like Gwen. Speaking of Gwen, she was doing ok. We were still in a relationship and nothing could or would bring us apart. Well, that was before Kai got in the picture. In our Freshmen year of high school, she starting to go to school with Gwen and I. When we started going to school together, she started asking me to go out with her. And right in front of Gwen! The two have gotten into dozens of fights over the last three years! I am practically caught in a love triangle. Kai just can't get it through her thick skull that I don't want to go out with her! Now being in my Junior year, I was getting sick of her daily efforts to get me to fall in love with her. "Hurry up, before the cops get here!" a thug's voice brought me out of my thoughts.

I watched as the thugs hurried with getting the money into the back of their truck. I just laughed to myself. "They are idiots." I whispered, activating the Omnitrix. "They don't even know a sixteen-year-old is watching them. Random alien, Omnitrix!" Even after these three years, I still commanded a random alien each time I activated the Omnitrix. I just liked doing it, to see if luck was on my side. The Omnitrix beeped rapidly for a few seconds before stopping. The Omnitrix then transformed me. I flew down to the pavement below as Stinkfly. "Ok, let's break this up!" I said. All three thugs looked at me and the two thugs with the bags of money dropped them. I shot them both with the stink balls or whatever it is that Stinkfly shoots from his eyes. They froze in their place, since the goo had stuck them to the ground. But I still had the lead thug to deal with. "Come on you ugly bug!" he said, shaking his crowbar at me. "Let's get this over with! Get on over here so I can squash ya!"

"I won't be the one being squashed!" I said. _Omnitrix, another random alien._ I then transformed into Big Chill and hovered above the lead thug. "You don't scare me!" he said, attempting to hit me with the crowbar. I blew a breeze of cold air, which froze and shattered the crowbar. This sort of creeped him out, as he backed up a little and eventually trying to run. I just laughed. _Random alien!_ I transformed into Humungousaur and ran after the lead thug. I eventually caught up with him and grabbed him in my humungous hand. I threw him back into the direction of his other cronies. He slammed against the truck and was knocked out. I proceeded slowly over to the other two thugs, as they frantically tried to free themselves from Stinkfly's ooze. Once they realized they couldn't escape, they freaked out. "Oh come on, man-alien thing!" one of them said. "We surrender!" The other one nodded and said, "I'm with him. We surrender!" I grinned as I stepped in front of them. "Good." I said, as I ripped them out of the ooze. "Now you get to take a nap!" The two thugs exchanged glances of terror and fear.

I brought both of them together and their heads collided, knocking them out. I dropped them on the ground. I ran into an alleyway and changed back to human form. I looked at the Omnitrix to check the time. Yes, I could check the time on it now. My mom and dad finally had thought I was responsible enought to use the Omnitrix, so I was using it for the good of Bellwood. I'd made a name for myself as well. "Oh, crap!" I said, looking at the time. "My lunch break ended a few minutes ago! It'll take me ten minutes to get back to school!" I began to think and decided to use the Omnitrix. Unfortunately, the battery on it was dead. I sighed. "Guess I'm walkin'." I said, walking out the opposite end of the alley. _I am so dead! I just know it!_

...

I had finally made it back to Bellwood High and things weren't looking too bad. I walked in through the side door, trying not to draw attention to myself. "So far so good..." I said, making my way down a hall, towards my American History class. I was nearly there, but as my luck would have it, the bell rang. "Uh-oh." I said. The door to the classroom flew open and I was run over by a sea of High School Juniors. I was hit in the head by bags, feet, but one thing hurt more. I was close to getting up, when a textbook fell on my head. "Ow!" I grunted. "Mother..." my voice trailed off, when I saw who was standing there. I looked up at Kai, who stared at me, with a apologetic look on her face. "Sorry!" she said, holding out her hand to help me up. "I should really watch where I'm going!" I looked at her and finally smacked her hand away. "Yeah, you really should." I said. "Apology accepted, by the way." I said, getting up. I tried to walk off to my next class and shake her, but she wasn't going any where. "Oh, come on Ben!" she said, running after me. "When will you give me a chance?" I grunted. "When I'm seven feet under and burning in hell." I said.

"Why would you say that?" she asked. "Because, I'm a good person." I said. "And I do good things. And I'll never end up there." She spoke up. "_And,_ you could be dating a _real_ woman!" she said. I stopped in my tracks. I turned around to face her. "How dare you!" I said. "You rejected me when we were ten and _now_, you want me?! Go, get out of here!" She sighed. "It was worth a try." she said, skulking off down the hallway. I sighed as I continued walking. "She's a slut, isn't she?" Cash asked, walking up to me. "Huh?" I said. "Oh, hey Cash. Yeah, that's one way of putting it." He laughed, as we continued to walk. "Hey, you uh, have a detention by the way." I looked at him. "Seriously? Why?" I asked. "You never returned from lunch. Our teacher wanted me to tell you." I sighed. "Where were you?" he asked. "Around." I said. "So, uh, how are you and Gwen doing?" he asked. "Oh, we're ok. We'd be even better if Kai wasn't always in our way." I said. "We've been dating for a few years now and we don't have any problems." He nodded. "That's good." he said. In case you are wondering why Cash is being so buddy-buddy towards me, his and J.T's bullying habits changed a few years back and over time, we all became friends.

After that, we pretty much stopped talking and headed to our next class. Chemistry. I hated Chemistry and I even hated that I was in the library doing research today. It only made it better that Gwen and I had Chemistry together. So did J.T. and Cash. Unfortately, so did Kai. We were doing a project to explain why some chemicals work the way they do. Well, at least Gwen and Kai were. I had a website open, but I barely looked up at my computer at all. The teacher of my Chemistry class was way to lazy to walk around, telling us to get to work and he just sat in the first row, typing away on a computer. "What the hell are doing?" Gwen asked, looking over at me. "Playing Subway Surfers." I said, as I continued looking at my phone. She sighed, shaking her head. All of a sudden, the computers shut off all at once. "What the-" I said, looking to see if I had done something. I looked under my desk, but the cords were still plugged in. "What's going on?" I asked Gwen, as I turned to face her. "I d-don't know." she stuttered.

Just then, I heard a explosion behind me. "What the-" I said, as I felt a shower of glass and bits of brick from behind me. All of the teenagers around me, except for Gwen, Kai, J.T. and Cash panicked and ran from the library in seconds. The lights flashed and went out as well and I decided now would be a good time to see what caused the shower of glass and brick. I turned around to see a bit of smoke and a big, green figure emerge from the smoke. I stared at the massive alien, as it dawned on me that I knew this thing. I itched at my brain to remember, but it simply wasn't happening. "I have come for the Tennyson child!" the alien boomed. "Psst, Tennyson!" Cash whispered. "What does that thing want from you?" I shook my head. "I don't know!" I whispered back. "I will only repeat myself once!" the alien boomed. "Where is Ben Tennyson?!" I felt Kai push me forwards. "Go!" she said. I glared at her, before looking up into the alien's red eyes. "Who are you?" I asked, in a bold tone. "What do you want?" The alien sneered at me. "Aw, don't tell me you forgot what you did to me." he hissed.

I shook my head. "I really don't..." I trailed off. He sneered again, as he lifted up his left arm, which was covered by a cloth of some sort. He ripped off the cloth and revealed that his upper forearm was mostly made of scar tissue. All of a sudden, I had a flashback. I saw myself throwing this alien down onto a rock, almost tearing his arm off. I looked back at the tall alien, seeing that there was a mechanical device covering the shoulder area. Something told me that the device was the reason his lower arm didn't just fall off. I narrowed my eyes. "Vilgax." I said, finally remembering. He clapped his giant hands together. "So, you do remember?" he asked. "Then you must know what I have to do." I heard Cash clear his throat. "Yo, Tennyson!" he said. "What's that thing talking about?!" I turned to look at J.T and Cash. "So, you want to know where I go all the time guys?" I asked. "Well, sit back and relax. Because you're about to find out." I activated the Omnitrix and turned the ring until I saw Heatblast's holographic figure. I confirmed my transformation request and transformed.

I turned into my favorite fireball-throwing, charcoal covered alien. "Still using the same old aliens. Tennyson?" Vilgax snarled. I sighed in frusteration. "You know what Vilgax?" I asked. "I don't feel like talking to you. Let's just get this over with." I turned to my friends and girlfriend. "Go, get out of here!" I said. All of then except for Gwen started to run. "What are you waiting for?" I asked. "Get to safety!" She sighed and started to run. I heard Vilgax roar from behind me and I flew forward, ramming through and crushing the tables and computers. I got up, after I flew into the wall. I looked up at Vilgax, who was slowly approaching. "I've waited a very long time for this, Tennyson." he said, as he got closer. I ran up to him to attack, only for him to counter and pick me up. He threw me across the library and into a book case. I slammed into the book case, fell to the ground and felt as the books and shelf itself fall on top of me. After it settled, I heard Vilgax stalking towards me. As fast as I could, I burst out of the shelf and ran to attack him.

Before I could even strike him, he caught my wrist with his hand. "You nearly ripped my arm off." he hissed. "I think it's time for some good old fashioned revenge!" He started to squezz my wrist, which even as Heatblast, it hurt! _Omnitrix, quick! Transform me into Fourarms! _I heard the Omnitrix beep a few times, before I transformed. After I did, I spoke. "How do you like me now, Vilgax?" I asked, as I headbutted him. He let out a groan of agony, as I tore from his grip and punched square in the jaw. Or tentacle things. I grapped him, and drove him into the brick wall and started to beat him. "I believe I told you to never come back into my life!" I said. He grabbed me by my waist and threw me throw the wall. I fell to the ground, two stories below. Before I could recover and get up, Vilgax jumped from the hole in the wall and landed on my lower torso. He started to punch me in the face, as he spoke. "I want you to know, Tennyson," he said, as he savagely beat me. "I'm going to kill you. Slowly. And painfully."

I attempted to lighten up the mood. "Well, of course it's going to be painful." I said, giggling a little. "And no, you aren't going to kill me." He got off of me and picked me up. "What do you mean?" he asked, throwing me into a brick wall. "What I mean is that the hero always wins." I said, as I transformed into Diamondhead. "Now, why would you assume that?" Vilgax asked, as I charged him. I knocked him down and started punching him. "I don't assume. I _know_." I said, before he kicked me off. "Fine, nitwit." he said, getting up. "How do you know this?" I began firing diamond shards at him, but they just bounced harmlessly from his armor. "Because in all the comic books I read and all the T.V. Shows I watch," I said, as I charged him. "the hero always wins!" He moved out of the way and grabbed my back when I charged past him. "Well, we are not in whatever it is that those are. This is real life!" he hissed, throwing me to the ground. I got up before he could hit me. I grew my left arm to a sharpened point and sliced across his arm with it. And his face.

"Agh!" he said, as he backed up. After recovering, he ran out of the west parking lot of the school and I was right behind him. About halfway down the lot, he brought out a few spherical devices and threw them. When they hit the billboard signs that they were intended for, they exploded and knocked them down. Two of them trapped people in their cars and the last one didn't really do anything. "What will you do?" Vilgax asked. "Chase me or save the people? It's your choice!" I looked at him and then at the people. Once I looked back at him, he grinned and began to leap away. "I'll kill you next time!" he called. After I lost sight of him, I quickly turned to the people that needed saving. After commanding the Omnitrix to transform me back into Fourarms and transforming, I ran over to the first billboard. I lifted it up and ripped the car door off it's hinges. I dragged the driver out and sat him down on the concrete. "Thanks, mister!" he said. "Don't mention it." I grumbled. I jogged over to the next car and lifted the pieces of the billboard off of it. "Are you ok in there?!" I called, as I ripped the doors off. I dragged the driver and her kid out, and ran away, just in time. Because the car exploded.

I sat them down on the sidewalk on the other side of the street. "Are you people ok?" I asked. The mother nodded, but her child was too scared to answer or do anything. After the mother nodded, looking a little less scared then her child, I walked away. I leaped down the street, looking for Vilgax or any trail he left. Unfortunately, he left no trail and he had succeeded in shaking me. I reverted back to my human form once I was out of sight and walked back to school. Once I got there, Cash and J.T. were waiting for me at the main entrance. "You, uh, want to explain to us what that was all about?" J.T. asked. I sighed. "Well, I guess the cat is out of the bag now, isn't it?" I asked. I pulled up the right sleeve of my green jacket. "This, is uh, the Omnitrix." I said. J.T. and Cash exchanged glances. "The Omni-what?" Cash asked. "Look, if you want to know how and why I got this, sit back and relax." I said. "Because this is going to take a while." They took my advice and sat down on the edge of the sidewalk, while I talked away. "Look, back in that one summer, before Mr. Hal's class, I changed a lot."

"Yeah?" J.T. asked. "How so?" I sighed. "After you gave me a wedgie and hung me by a tree, my Grandpa Max Tennyson came to get me." I said. "After he helped me down, he, I and my, er friend, went camping on the first night. Which is ironic, considering that's what we did first three years later on our next road trip." Cash sighed. "Look, I came to hear you explain that Omni-what ever it is. Not go over the details of the last six years of your life." he said, in a frusterated tone. "Then shut up for one second and I'll tell you!" I yelled. "My God, you are acting just like you did when you two used to bully me." Cash and J.T. laughed. "Ah, good times." they both said. "No, it's not good times!" I shouted. "Don't you know that bullying people leads to suicide?!" They just looked at me. "I'm glad we stopped, than." J.T. replied. "Well, you should be." I said, lowering my voice a little. "So, after my friend ticked me off a bit, I walked off into the woods, just to get a bit of fresh air. Also, that's when I saw the meteorite." Cash sat up straight. "Meteorite?" he asked. "This is getting interesting." J.T. nodded in agreement. "Yes, it was interesting." I said. "Anyway, the meteorite or crash site, that's where I foind it." I pointed at the Omnitrix.

"What does it do?" Cash asked. "This thing?" I asked, pointing at the Omnitrix. Thye nodded. "Ok, you have to promise you won't tell anyone." I said. "Sure. It must be one hell of a secret." Cash replied. "It is." I said. "No one but my parents, Gwen, my Grandpa Max and Kai know about it." J.T. frowned. "Well, what's the secret?" he asked, annoyed. "It can turn me into multiple different aliens." J.T. and Cash roared with laughter. "Yeah?" Cash said, laughing. "Prove it!" I smiled. "With pleasure. Follow me, boys." I said, turning towards the alley between the school and the car dealership. Once I was there, I activated the Omnitrix. "Well, prove it already!" Cash shouted. "Be quiet!" I hissed. "People will hear us!" I turned the ring, until I saw Heatblast's holographic figure. I slammed the ring down and transformed. Cash and J.T. sort of freaked out, which I didn't really understand, since they saw me transform in the library. "Calm down you two." I said, in Heatblast's voice. "You wanted an explanation and you just got it!" I ran through all my original forms, until I was done. "Is that all of them?" J.T. asked, once I had returned to human form. "Well, those were my ten original forms, plus a few that I discovered along the way." I said.

"Can you show us your new ones?" Cash asked. I shook my head. "Look, the Omnitrix was barely done recharging when I showed you all those aliens." I replied, as I pulled my sleeve over the Omnitrix. "And it needs to recharge all over again. So, I can't use it for while." J.T. laughed. "Man, that totally blows!" he said. "Yeah, tell me about it." I said, sighing in frusteration. "What about that squid thing that destroyed the library?" Cash asked. "Oh, you mean Vilgax." I said. "He's the biggest and baddest alien I've ever fought." I replied. "I last saw him briefly when I met the Omnitrix's creator." J.T. cleared his throat. "What's up with the skin on his arm?" he asked. "Are you talking about the scar tissue?" I asked. He nodded. "When I was ten, I absorbed his DNA with the Omnitrix and nearly ripped his arm left. I guess that his form makes me sort of agressive and unpredictable." Cash sighed. "Wow. You've been fighting crime and aliens since you were ten?" he asked. "I kinda wish I was nicer to you." I laughed. "Yeah. You should have been nicer." I said. "I could have crushed you to like a bug. But I didn't, since I use my powers for good." I felt my phone buzz in my pocket and brought it out. I opened up my messaging menu, and saw that my mom had texted me. She told me that she saw what happened on the news and to come home that we had a talk. "Look, I have to go." I said. "My mom wants me to get home." J.T. nodded. "Alright we'll see you later." he said. I ran out of the alley as I thought about this. _So, they know that I let Vilgax get away? Why would they be mad about that? Or am I being rewarded._ I had no idea that I'd be dead wrong.

...

I pretty much ran all the way home and was really out of breath when I made it. I stood out in my front yard, catching my breath. After I had done so, I walked up to the front door and walked in. I closed the door behind me and turned to see my parents sitting on the couch, holding what looked like a serious, angry and fearful gaze on their faces. And even more disturbing, Kai was sitting on the couch across from them. _How did she know where I lived? Has she been stalking me?_ "What is _she_ doing here?" I asked. "Never mind why she is here, Benjamin." my father said, frowning. "Sit down, young man." I raised an eyebrow. "Kai, you can go home now." my mother said. "Thank you so much for telling us all this." Kai smirked at me on her way out the door. "Sit down, young man." my father said again. I sat down in the singe person couch, as I awaited whatever this was about. "Is this about me letting Vilgax get away?" I asked. "You be quiet son. We'll be asking the questions." my mother hissed in anger. "First question." my father asked. "When did you think it'd be okay to date your own cousin?" I sat straight up, in shock and fear. "That's right, son." my dad said. "We know." I just sat there. "Your friend Kai was very nice about telling us this information." my mother said.

"Are you aware that you are in a incestious relationship?" my father asked. "And with your own cousin? What is wrong with you?!" I frowned. "Nothing, what's-" my mother interrupted me. "Are you aware that this is unethical?" she asked. "We can't allow this!" I sighed in anger. "And we won't allow it." my father said. "So, we are stepping in." My mother cleared her throat. "We are going to seperate you from Gwen." she said. "On Saturday, we are going to take you to the court house to get your last name changed. And Gwen is moving out of town. We will make sure you two never see each other again." I just stared at them in shock. "But you can't do this." I said. "We certainly can and we are." my father said. "Your relationship with Gwen was sick and you should be glad we are putting an end to it!" I just sat there, not doing anything. Eventually I got up. "Where do you think you're going?" my father asked. I just ignored him, as I headed for the door. "Hey!" my father said, as he grabbed me by my shoulders, messing up my jacket. I pulled away from his grip. "Get the hell off me!" I said, resetting my jacket. "Benjamin Tennyson!" my mother said. "You watch your mouth!" I just ignored her, as I walked out the door and slamming it.

I walked outside, expecting my parents to follow me. But they didn't. It took about five seconds for me to notice that Kai was standing next to the door, waiting. "Are you happy now?!" I screamed at her. She just kept her cool. "I'm extremely happy." she said, grabbing my arm. "Now you can date a real woman. Me!" I ripped my arm from her hands. "You think just because you got Gwen and I seperated that I'm gonna go out with you?!" I shouted. "That's exactly what I think." Kai replied, attempting to kiss me. "Well, I'll never go out with you." I said, moving out of the way. "Get out of here. Slut." I whispered the last part. She just laughed as she walked off. "You'll come around, Tennyson." she said, as she walked down my driveway. I felt someone tap on my shoulder. "What?!" I shouted as I turned around. "Whoa, take it easy man!" J.T. said. "Look, I came to give you some news." I turned towards my front door. "Save it. I'm in a bad mood right now." What J.T. said next snapped me out of my rage. "It's about Gwen. And Vilgax..." he said. I turned to face him. "What happened?!" I said. "When you let Vilgax go, he went after Gwen. And she's in the hospital right now."

A/N: F.Y.I: Ben is pissed off right now. He doesn't want to speak to his parents, let alone see them. Will Gwen survive her injuries? Will Ben beat the living hell out of Vilgax? Will Ben's parents change their minds? The answer to only one of these questions you shall find out in the next chapter, The Final Fight. Another F.Y.I, tomorrow marks the one year anniversary that this Fanfiction has been going. We've been going strong and we are going to finish strong. I want to make a shout out to all the current readers of this Fanfiction. Thank you. Without all of you, I probably would have quit writing this a long time ago. Because, I'll be honest with you. I don't really like writing this Fanfiction. And I don't come up with all of these ideas. My friend came up with all these ideas. I tried to tell him that on , he doesn't really have to reveal himself. He was kind of ashamed with the idea, but still wanted it to happen. So, I took the liberty of writing this. So, a huge thank you from the both of us. Thank you once again and see you in the next one!


	22. Chapter 21: Final Fight and Funerals

Chapter 21: The Final Fight and The Funerals

A/N: Here it is! The long awaited twenty-first chapter of Ben 10: The Doofus and His Dweeb! A lot of you may not like this chapter. For, it takes a very dark turn. One person will die. Another will fake his death. Vilgax won't like Ben when he's angry. This is all I can say. Oh and most of this chapter, won't be permanent. Also, Ben will be dropping a few hints up until the final fight about a "sickness" he has.

I paced back and forth in front of J.T. "What'd you say?" I asked angrily, stepping up to him. "Whoa, calm down B-" I interrupted him by grabbing the collar of his shirt. "What'd you just say?!" I shouted at him, in fury. "Vilgax hurt Gwen and s-she's in the hospital." I let him go as tears came to my eyes. "I have to go see her. I have to make sure she is alright." J.T. just looked at me. "What about me?" he asked. "You stay here and try to stall my parents if they try to follow me." J.T. raised his eyebrow. "Why? Why would you need to stall them?" I sighed in anger. "There's no time to explain!" I said. "They just don't think that I should see Gwen anymore. Now you do what I told you!" After saying that, I ran down the street. As I ran, I thought to myself out loud. "This is so stupid!" I said angrily. "If I hadn't of saved the civilains, Gwen wouldn't be hurt right now!" _Now wait a minute, Ben. You were doing a good thing! How could you even think like that?! _I shook my thoughts away and focused on covering as much ground as I could before my parents had a chance to catch up to me.

...

I finally made it to the hospital, which was a few blocks from the high school that I went to. I just stood out front of the building, as I caught my breath. "Have to get inside." I groaned, slightly exhausted from running most of the way. I entered the hospital, running down the hall to the entrance to the lobby. I walked up to the receptionist at the front desk, a lady with brown hair, who was probably in her mid-twenties. After I made myself noticed, she looked up at me. "Geez kid, you ok? You look exhausted." she said. "Yes, I am." I said. "I ran most of the way here." Her eyes widened a bit in surprise. "But why?" she asked. "A friend of mine was hurt earlier." I said. "Gwen Tennyson?" She looked at her computer for about thirty seconds, before looking up at me. "Fourth floor, room 415." I nodded. "Thank you." I said. She just nodded back to me and I walked off, in a hurry. I ran down the hall to the left towards the elevator and when I got there, I pressed the up button.

The doors opened and I stepped into the elevator. I quickly tapped the fourth floor button and the doors closed. After a minute or less, the elevator doors opened and I stepped out, searching for the room that Gwen was in. All of a sudden, I stumbled feeling feverish and sick to my stomach. I looked at my hand that was on the wall, to see it was turning a pale green color. "Oh god." I said. "The sickness is beganing to get to me. I forgot to take my daily meds. No matter, I've got to keep moving." I eventually recovered and started to walk normally. Instead of feeling feverish, now I felt sluggish and moved at an ackward speed. I finally found room 415 and took a deep breath, before stumbling towards the door. Eventually, I fell and I could have sworn I felt like I was going to be sick any second now. _Focus Ben. Focus on your objective. You have to stay in control._

"Warning," the Omnitrix beeped. "host's heart beat is steadily rising. Toxin levels in the blood rising dangerously." I lifted my Omnitrix hand to my lips. "Omnitrix, disperse toxin killing agents into my blood stream." I stood there, as the feverish and nausea feelings lowered dramatically. _The agents will only give me an hour. I have to get back home as soon as possible and take my meds. _I quickly recovered from my induced sickness and without hesitation, opened the door. "Gwen!" I said, upon seeing her. "Are you alright?!" She looked up at me, after hearing my voice. "Ben!" she said. "What are you doing here so fast after the incident?" I pulled a chair over to her bedside and sat down. "I had to rush hear as soon as I could, before my parents attempted to stop me." I said. "Why? What's wrong with your parents?" she asked. "You don't know?" I asked her, in a sad tone. "I'm afraid I have no idea what we're talking about." she said. "Our parents know about our 'sick' relationship'." I said, putting quotes around the word sick. Her eyes widened. "What will happen?" she asked. "Well, let me say first that Kai snitched on us to my parents. Ratted us out." She frowned. "That bi-" I interrupted her before she could say the "b-word". "Language." I said. "Anyway, when they sent her home, I asked if it was what happened with Vilgax. And my dad told me to keep my mouth shut, that they'd be asking the questions."

I continued. "They asked me since when I thought it'd be ok to date you. Also asked if I was aware that we are in an incestious relationship. They asked me what was wrong with me." I stopped so she could have some input. "There's nothing wrong with us, Ben. In fact, marrying your cousin was quiet common in Medieval Times and when it came to the Czars of Monarch Russia." she said. "Continue." I cleared my throat before I spoke. "My mom asked me if I was aware that this was unethical. They won't allow it." I said, getting angry again. "My dad said they are going to step in." Gwen looked like she was about to cry. "So, what will happen?" she asked. "They are going to seperate me from you. Saturday, they're taking me to have our last names changed. And they persuaded your parents to move out of town. They are making sure we never see each other again." She was crying now. "But they can't do this!" she cried. "I won't let them!" I sighed. "They can and they are." I said, before kissing her to cheer her up. After that I got up and started to pace the room. "Well, the good thing is that your ok. You do know that, right?" I asked. "I'm fine Ben." she said. "But after what you've told me, you should leave. And try to stop Vilgax." I sighed and walked to the window, looking out at the city streets. "Trust me. He'll pay for what he's done to you." I said. "He's next on my to-do-list." After saying all of this, I couldn't help but feeling like I'd been here before.

"Besides, my mom and dad wouldn't know true love if it snuck up on them." I said. "I swear Gwen. Just a few more years until we can move out of the city, get married and I'll put up the Omnitrix. Wouldn't that be great Gwen? Gwen?" After a few seconds, she laughed. "I'll stop Vilgax tonight and make him pay for all the things he has done." I said. "I can't let him continue. I've had enough. He must be stopped. Before he kills me, you, my parents, or J.T., Cash, or even Kai! I can do it!" After about thirty seconds, I turned to look at her. Her eyes were closed and she wasn't responding. "Gwen, are you alright?!" I asked, running to her side. She still didn't respond and I was almost afraid to look at her heart monitor. When I did, it showed me her heart rate was dropping slowly. _The vision! No, it can't end like this!_ "Gwen, no!" I said, proceeding to attempt CPR on her. After doing the first stage, I checked her for signs of breathing. She was breathing, but ever so slightly.

I could have sworn I heard her groan in pain, but she didn't even open her eyes or open her mouth. "Gwen! Come on, you have to stay with me!" I said. I did CPR on her again and checked her. She had stopped breathing. It was the next thing, that will haunt me for the rest of my life. It was her heart monitor and she had flatlined. I had already started crying, but now, I was bawling like a baby. I drove my fist into the wall. "Vilgax!" I growled, almost shouting. "You've messed with the bull! Now, you get the horns! I promise you on my love's death bed, that tonight, you will die!" I got up, still crying and trying my best to stop. I walked to the door and looked back at her lifeless body. "Gwen, I'll never forget you." I said. "And I promise, Vilgax will pay."

...

I opened the door to my house and walked in, slamming it behind me, not even caring about the trouble I was in. "There he is now." I heard my mother's voice from in the kitchen. I didn't even get to the hallway, before my parents confronted me. "Where the hell have you been?" my father asked. "You weren't at school. Or at any of your friends' house!" I just looked at them angrily. "You want to yell at me?" I asked. "Go right ahead. It doesn't matter to me. I'm leaving soon anyway." I sped walked down the hall and to my room. I opened my room and first took out my phone. I brought up my contacts and called the one person I really didn't want to see, but I needed her help. After she picked up, she spoke first. "Ben, what makes you want to call me all of a sudden?" she asked. "Kai, listen to me very carefully. I'm in desperate need of help and you're the only person I can turn to right now, considering that I have no idea where J.T. and Cash are at." As I spoke, I opened up my closet and brought out a big basketball Nike bag and a smaller black bag.

"Why don't you ask your parents?" she asked. "Don't bring them up!" I said, as I set the two bags on my bed. "You're the one who got me into trouble in the first place!" She sighed on the other line, as I grabbed a few sets of clothes and pajamas, putting them into the small black bag. "Ok, ok. Calm down. What do you need?" she asked. As I grabbed the medication that helped with my condition and put them into the black bag, I spoke. "I need your help to get to Vilgax and put together a plan to bring him down." I said. After throwing my laptop and it's charger into the bag, I heard her speak again. "Ok, how am I supposed to help?" she asked. "Well, you have a car, right?" I asked, zipping the bag shut. "Yeah, so?" she asked. "All I need is for you to drive me around to get the stuff I need and I'll explain everything." I also grabbed my makeshift lockpick and slipped it into my pocket. After about ten seconds, she answered. "Ok, I'll drive you around." she said. "But if I get in trouble, I'm dragging you down with me." I sighed. "Fair enough." I said. "Pick me up the road from my house in about five minutes. Thanks." After hanging up, I left my room and ran right into my parents. "Where do you think you're going, young man?" my dad asked. "I'm leaving, there's stuff I need to do." I said, as I tried to push past my dad, but he blocked my path.

"You're not going anywhere, Benjamin." he said, angrily. "Sit down. _Now._" I was getting angry and I couldn't afford to get angry at the moment. "No! Don't tell me what to do!" I shouted, fully pushing past him. "Benjamin Tennyson, I have no idea who you think you're talking to," my mother hissed in anger. "but you are going to sit down and explain yourself, right now!" I looked at them. "And why should I?" I asked. "Because we're you're parents. Now do what you're told!" my dad yelled at me. "Like hell I will!" I shouted back. "Benjamin Tennyson, you walk out of this house and you're grounded." my mom said. "Fine then, ground me! It won't make a difference! I probably only have a few hours left!" They now looked confused, instead of angry. "Ben, what are you talking about?" my dad asked, sounding concerned. "Ok, let's go over the facts. My cousin, whom you seperated me from, died not even an hour ago-" My mother interrupted me. "What are you talking about?" she asked. "I just got back from seeing Gwen in the hospital, after she was hurt by Vilgax and she died from her injuries!" I said, angrily. "And I'm going to go out there and finish what he started!" My father sighed. "Ben, you need to just sit down for a while." he said. "You can't possibly understand what I'm feeling," I said. "your cousin wasn't just killed by a maniac."

Then, my mother said something that I hate her for to this day. "Ben, maybe her death was for the best." she said. "Besides, you two had a sick relationship." Her words echoed in my ears, as I processed what she had just said to me. I got really angry and lashed out, emotion-wise. "I hate you both!" I screamed at the top of my lungs. "I do not, for the love of God, ever want to see you again for as long as I live!" I turned around, opened the door and slammed it shut behind me. I walked down the sidewalk, away from my house, as I felt the rage boiling within me. I finally got to the end of my street and waited for a few more minutes, before Kai finally arrived. I opened the passenger side door and threw my stuff in her backseat. As I got in, she spoke. "Are you ok?" she asked. "You sounded terrible on the phone." I sighed. "I'll get right to it. Gwen is dead." I said. "What?" she asked, in a not believing tone. "Vilgax attacked her after I let him get away, since I had to save civilians that were in his way. And about a half hour or so ago, she died in the hospital." I said, as she stared at me in disbelief. "And don't ask me to go out with you. I'm far to stressed, depressed and angry right now." She shook her head. "No Ben, I understand really. I could imagine what it's like." she said. "So, where do you need to go?"

I sighed. "Just take me up to the school. That's where I need to go first." I said. She nodded, as she started driving. "So, what is your plan?" she asked me. "I'm gonna get a fix on Vilgax tonight and I'm gonna kill him, like I should have when I was ten." I said. "I'll rip him limb from limb, I'll beat his skull in, I'll make him bleed, I'll-" Kai interrupted me. "Killing Vilgax won't make the pain go away. It'll only make it worse." she said. "Spare me that, Kai. I don't need your advice. What I need is revenge." I said. "If you say so." she sighed. We were pretty much quiet for the rest of the drive. Once we got to school, I grabbed my big orange bag out of the backseat. "Wait here." I said and she nodded. I walked around to the side of the school, where the hole in the wall was. I put the bag on my back and started to climb the brick wall, thanks to the bricks that stuck out and it really wasn't that hard. After I got into the library and evaded the few police officers and teachers patrolling the wrecked place, I headed to the Chemistry Classroom. But before I made my way to the classroom, I stopped in the restroom to take a quick break. After I used the bathroom and washed my hands, I stared into the mirror, to see that my skin was turning a pale green again. I started to sweat and I felt like passing out. That's when I heard the chilling voice of an alien I dreaded. I call him, Kthulu.

_Ben, don't you understand? I'm your friend, Ben!_ I heard him cackling in my head, as I helf my head in pain. After the pain subsided, I stared back into the mirror, to see the my human form shift into my Kthulu form. "No!" I said, as I saw him. "You're some sort of monster!" _No! I'm not a monster. The others are the monsters! Your parents, Kai, Vilgax! Their all trying to hurt you, squezze you, crush you!_ I smiled, agreeing with him. "Yes! That's exactly what they're doing!" I said. _And that's why you should let me stop them!_ I shook my head. "No, Kthulu." I said. "I can't risk that." He just cackled. _You know you can't contain me forever. Let me out, Ben... Let me out, NOW! _I shook the thoughts away and walked out of the bathroom, towards my original objective.

...

"Are you sure you want to go at this alone?" Kai asked me, as we pulled up to the warehouse that I had tracked Vilgax to, thanks to that gadget thing that my Grandpa Max lent me. "There must be something I could help with." I shook my head. "No Kai." I said. "I won't let anyone else die because of me. This is between him and me." I thought for a moment, as Kthulu's voice echoed in my head, begging me to unleash his fury. "Stay here or go home." I said. "It's up to you." After saying that, I got out of the car, grabbing both of my bags. I ran into the alley and stashed my black bag in a trash pile. I looked for a way up into the second floor of the warehouse. I finally found a series of pipes that could get me up to a curious looking open window. I shifted my bag around, so the primary strap rested on my chest and the actual bag part was on my back. I started climbing up the pipes and towards the open window. I finally gripped the lower edge of the open window and dragged myself into the dimly lit second floor of the warehouse. I started getting to work, as this is where I wanted to plan _it._ I quietly opened the bag, as I could hear Vilgax speaking on the first floor. "We now control this structure," he said. "I want every piece of alien tech on my ship in fifteen minutes. Move!"

I took out my stuff and started to prep it. After I had gotten everything set up, I grabbed my bag and climbed out the window. As I was almost on the ground, the pipe I was holding gave way and I fell into the trash pile. I start coughing, feeling a wave of nausea coming on. _Kthulu is trying to break through again. I must remain in control._ I struggled to get up out of the garbage bags. I finally got up and balanced against the wall. "Oh my God." I whispered. "Everything hurts. I feel like I'm gonna pass out." I struggled to regain my bearings, but I finally stood back up, put my bag down in the trash pile with my other and walked out of the alley. As I walked around to the front of the building, I narrowly missed a patrol with what looked like alien technology. _No, not a patrol. Who is-what?! What is a DNAlien doing working for Vilgax? That's his new crew?_ I snuck around him and into warehouse's first floor, which was surprisingly dark. _Wait? Why is it dark? It was lit down here when I was upstairs!_ I walked into the dark warehouse, but with caution. I was walking for maybe half a minute, until I was blinded. Literally. A huge floodlight from up above turned on and it was pointed at me.

I shielded my eyes with my hand, as I heard Vilgax's booming voice. "You really think that I'm stupid, Tennyson?" he said, his voice so loud, I was tempted to hold my ears. "Look at you! Thinking you are so sneaky! My patrols saw you and your little friend arrive outside the structure! And another saw you in the alley! Now, where's the bag you brought with you?!" I started to play dumb. "What bag?" I asked. "Don't play dumb with me, Tennyson! Where's the bag?!" I continued to play dumb. "I have no idea what you're talking about!" I said, in anger. "Fine." he said. "I'll have my goons beat it out of you!" The light shut off and the lights on the ceiling turned on. Not even ten seconds after that, five or six DNAliens started to surround me. I heard them click and clack with whatever their mouths were made up of, as their freaky tentacles moved around on their faces. After two or three seconds, one of them lunged. I grabbed it's arm as it reached for me and brought my knee up into it's stomach. It let out a screech of pain and I took the oppurtunity to introduce it's face to the ground. At this point, all of the rest of them were trying to attack me. I grabbed one of them, as it approached from behind and threw him over my head, bodyslamming it into the DNAlien on the floor.

After I got my hands free again, I turned my attention to the one in front of me, whom was taking a stance like a boxer would. I did a little of the same, but slugged it in the face, before it could attack. I hit in in the face, alternating hands for a few seconds, until I kicked it in it's stomach area. It went down as I felt another grab me from behind. I yanked from his grip and did a backflip into the air, landing on his shoulders. _Gwen's training in defense and attack comes in real handy right now!_ Another DNAlien ran straight for me and the DNAlien I was balancing on. After he got close to us, I jumped off the DNAlien and quickly turned around and grabbed the two of the them, bringing their heads together, causing them to fall down. I backed away, with all five DNAliens out cold on the floor. "It appears I have underestimated you." Vilgax boomed. "Vilgax!" I shouted. "Come out and fight like a man!" He just cackled. "Trust me my friend." he said. "We'll have our time. I just want to soften you up first." Just then, someone or an alien maybe grabbed me from behind. "Face it kid," the voice said. "you're outnumbered." It was Vulkanus' voice. "Vulkanus?" I asked. "What are you doing working for Vilgax?" He just laughed and before he could answer, another voice joined in. "He's not the only one!" An adult female dressed in a hot pink gown jumped down from a catwalk, doing a cartwheel towards me. "You remember me Ben, don't you?" she asked. "After you and your cousin foiled my plan to steal your body to take your power?"

"Charmcaster." I mused. "How could I forget you?" Another being in hot pink walked out of the shadows. "Who are you?" I asked, struggling against Vulkanus's grip. He leaned foward, towards my ear. "Eighteight." he whispered. "Associate of Sevenseven and Sixsix!" Followed by Eighteight, another person stepped into view. "Enoch?!" I said, surprised. "Jesus, how many of my villains work for Vilgax?!" Enoch just laughed, saying nothing. Finally Rojo and Kraab, that robotic I faced when I was ten, came into view. "Vulkanus, Charmcaster, Eighteight, Enoch, Rojo and Kraab." I said. "Weird combo." Finally, the man himself, Vilgax walked out of the darkness and faced me. "Tennyson, allow me to introduce you to my Sadistic Six!" he said, cackling. "What? Like the Sinister Six?" I asked. He ignored me. "Kid, you're gonna really regret crossing me here in a few minutes." he growled, stepping closer. Enoch stepped up to me and slugged me in the stomach. Followed by Kraab, doing the same, but hitting harder. The Omnitrix started beeping, indicating my heart rate was rising fast. And the feverish feeling had returned as well. "Oh, the Omnitrix!" Vilgax said. "The very thing I set out to get from you. But I don't care about that anymore." I stared at Vilgax, feeling angrier then usual. "Let me go, Vulkanus." I said. "I'm ready to kill Vilgax for what he has done."

"Oh, yes. Now I remember. I killed your precious cousin, Tennyson." he said. "Which is funny, because I barely touched her. In fact, I just pushed her down a flight of stairs." _What? Then how is she dead? It doesn't make any sense! Unless... could she have used a spell and made it look like she had died?_ Vilgax turned around and walked towards an open door. "Finish him off. That shouldn't be too hard. Should it?" he said, walking through the door, as it closed automatically behind him and two steel beams merged with two holes in the middle of the door, locking it. "No problem boss!" Vulkanus called. "Hear that Benji? We're gonna finish you!" Kraab slugged me in the face and I felt blood run down my lips and onto the floor. "Oh, he's making a mess!" Enoch said, stepping up to me. "Let's help him make it bigger!" With that, he punched me in the stomach and I could almost feel my guts moving around. The Omnitrix was rapidly beeping now, probably two or three per second. "Please stop!" I said. "Something really bad is about to happen here!" They all just laughed. "You're right, something really bad _is _about to happen. We're gonna turn you into a goulash!" Charmcaster said, giggling as Eighteight punched me across my jaw, followed by Rojo punching me in the stomach. Just then, I let out a growl of anger. "Kid, you ok?" Kraab said. "Your eyes are glowing green!" I just smiled, as I looked down to see my skin rapidly turning a pale green. I looked up at all five of them, the ones with actual mouths had disturbed looks on their faces. I grinned at them. "Please, don't make me angry," I said, my voice getting deeper and deeper, just like Vilgax's voice. "you wouldn't like me when I'm angry."

I tore from Vulkanus's grip and fell to the floor, as I started to mutate in front of them. My hands turned into giant hands, with talon-like nails at the end of each finger. In place of my lips, tentacles started to grow over my mouth. I felt the metal endoskeleton armor grow into place over my torso, legs and feet. I started to get up, but fell in pain as I felt my eyes change, to be more like the eyes that Vilgax's species had. I felt the toned muscles start to grow, then, I finally got up, with my back to all of them. "Tennyson!" Enoch said, in an alarmed tone. "What's happened to you?!" I just started cackling, just like Vilgax could. "Tennyson is gone." I said, in a deep voice. "There is only, Kthulu!" I turned around, grabbed Vulkanus and tossed him across the room, as if he were a football. "Take him down!" Enoch said, as he ran towards me. "We have to ensure that he is destroyed, just like Vilgax wishes!" I turned fully in Enoch's direction and used my arm as a battering ram, sending him flying into a wall. "Stay the hell away from me!" I shouted. "You have no right to touch me, maggots!" I walked over to Kraab, picked him up and ran towards the giant blast door that Vilgax had gone into. I rammed him into the door, but the door didn't cave in. I grabbed one of Kraab's legs and swung him around, slamming him right into Vulkanus, who had recovered from the "touchdown" I made.

I let out a yell of fury, as I ran into Eighteight with my shoulder. Eighteight went flying and hit Rojo, knocking her down. I let out another scream of fury, as I saw Vulkanus getting close to me again. "Calm down Tennyson," he chided. "Think we can get you to calm down, just a little?" I let out a roar, as I ran towards him. He tried to run away from me, but in my current state, I caught up almost immediately and picked him up above my head. "Wait, you can't do this!" Vulkanus screamed. "Your supposed to be the good guy!" I let out another roar full of fury, as I brought his back down onto my knee, three times. I then ran to the blast door and threw him at it. When he hit the door, it cracked, but only a little. "Vilgax!" I screamed. "Come out and fight me! Let's end this!" Then, I felt someone jump on my back and wrap their arms around my neck. "Gladly." Rojo said, as I felt the blade of a knife collide with my neck. Unfortunately for her, the blade broke, causing no damage. I threw her off my back and she landed on her feet. "How are you not dead?" she asked. I just growled and charged towards her. She moved out of the way, barely getting out of my way. I rammed right into the blast door and broke through it. "Get him!" Kraab yelled. "He's broken through the first blast door! He's going after the boss!" I ran down the hall, which seemed to go underground. I came to another blast door, but I could still hear the Sadistic Six behind me. I turned around, to see all six of them not too far away. So, I took desperate measures. I let out a roar of fury, cupped my hands together and slammed them into the floor.

The resulting "quake" even managed to reach the ceiling of the tunnel and it started to collapse. The ground came up a little and the ceiling completely collapsed, blocking their path to me. I turned my attention to the blast door and started to beat it, attempting to break through it. However, it was stronger then the first door. I turned around and walked over to the pile of debris, blocking the other side of the tunnel off. I grabbed a huge piece of debris and lifted it over my head. I walked towards the blast door and threw the piece of debris. It hit the blast door, but barely dented it. I roared in extreme anger and charged toward it. I rammed into the blast door and it caved in a little, leaving a crack to help with the job. I put my giant fingers through the crack, which made it bigger. I finally forced my way through and ripped through the rest of the door, finding my self in a huge, circular room full of machinery. Just as I broke through, a group of Vilgax's drones ran in front of me, armed with energy weapons. "Weapons ready!" the lead orange armored drone said. "Fire!" But before they could, I heard Vilgax's voice. "No, call your drones off squad leader." he said, his voice booming. The lead drone turned to wherever Vilgax's voice was coming from. "Sir, are you sure about this?" he asked. "I'm sure we can take him on." Vilgax sounded angry when he said the next thing. "What did I say?" his voice boomed. "Back off!" The drone bowed willingly. "Of course, sir." he said. "He's all yours."

With that, the squad leader and his troops marched off in a different direction. "I can see that you are not giving up." Vilgax said, over an intercom I just realized. "Maybe you're curious as well? Come then, I want you to see just why it is that I'm here." I turned to my right, to see yet another blast door opening. I ran towards it and down the tunnel towards another blast door. _Jesus, just how big is this place? It's like a bunker! _"Shut up, Tennyson!" I roared. "I'm in control now! Not you!" I continued running down the tunnel, until I got to another blast door and it opened when I got close to it. I slowed down a bit and walked into the room, where I saw Vilgax, working at a computer terminal, about three times my original size. "You couldn't possibly know how exciting this is, Tennyson." he said. "All of the secrets of your planet, your government, all at my fingertips! It's delightful!" I walked over to him, up the stairs and towards the terminal, where he stood, with his back to me. "I suppose you want to kill me now?" he asked. "What do you think?" I shouted at him. "I think you need a lesson in manners." he said, logging off the console and turning to look at me. "And who could be better at teaching you than me?" He charged me and I charged him. We ran into each other and punching eachother's jaw. As a result, we had sent eachother flying across the computer deck. I got back up as fast as I could and ran over to him.

I picked him up and threw him into one of the computer terminals. The initial explosion stunned him and he fell onto the ground, which would give me an andvantage. I walked over to him and picked him up again. With him above my head, I ran over to another terminal and bodyslammed him into it. The explosion, just like the last one, stunned him and he just laid on the deck. I walked over to him and turned him over, so he was facing me. I started punching him in the face and eventually pressed my fingers into his eyes. He let out a scream of agony and kicked me off of him. I got back up and ran back over to him, slugging him in the forearm, where his skin was exposed. He fell right into the terminal he was working at and it exploded, electrocuting and stunning him in the process. I walked over to him and waited for him to recover. After he did, he looked at what I had done in horror. "You fool!" he said. "You just destroyed the main computer terminal! Thanks to you, all the information I spent years downloading has been deleted!" I growled. "It's for the best. Besides, I don't care about that. I care about killing you!" I said, picking him up. I ran over to the edge of the platform and threw him towards the blast door, which was still open. He sailed over the platform, towards the door and crashed throw the archway over the door. I jumped off the platform, running towards the door and grabbed a piece of debris that fell from the archway, when Vilgax hit it.

As he got up, I started hitting Vilgax with the piece of concrete. I hit him across the chest left-wise, then right-wise and finally across his face, which broke the block of debris. I then picked him up, threw him up partially onto my shoulder and charged down the tunnel. _We have to get back to where I let you out, Kthulu!_ "Shut up!" I roared. "Kthulu will do what he wants!" I finally got back to the entrance of the circular technology room and threw Vilgax into what looked like a computer mainframe. I ran and jumped up to the platform, causing half of it to collapse. "Get up!" I screamed. "I want to beat you! I want to make you bleed!" He got up and ran towards me, but I countered his attack, tackling him. I began punching him in head and finally attempted to throw him, but he threw me instead. I flew through a huge TV screen and was rendered stunned for a minute. When I started to get back up, I saw Vilgax getting what looked like some kind of gun out of the ground. "You know what this is?" Vilgax asked me, as he saw me getting up. "You humans call this a flamethrower." he said. "Thanks to my superior intellect, I've made a few upgrades to it." He put it on his back, via a strap that was put on it and turned to be. It gestured for me to come over to him. "Your move, Tennyson!" he said. I sprinted over to him, grabbed his leg and started throwing him over my head, causing him to collide with the floor, again and again. I sprinted towards the edge of the platform and jumped, swinging him towards the blast door and letting him go. I watched him sail, hitting the archway as I landed myself. I walked over to the blast door, ripped a chunk of it off and started to repeatedly hit him in the head with it.

"I'm. Going. To. Kill. You. Slowly. Painfully!" I said, hitting him harder with each word I said. I finally threw the piece of blast door towards the pile of debris that seperated us from the rest of the tunnel. _Kthulu! You must stop! If you keep doing this, you'll get angrier and you might not be able to change back to human! _I let out the biggest roar yet. "I don't care!" I screamed. "I want to stay this way! I like destroying everything in my path!" I grabbed Vilgax and threw him into the debris. I walked up to him as he struggled to rise and raised both my arms to my side. I let out a loud roar and clapped my hands together, which caused both the debris to fly everywhere and Vilgax to fly through the remaining debris. I walked past Vilgax, grabbed his leg and started to drag him towards the warehouse entrance. I dragged him into the room, as the Sadistic Six stared at me in horror. I placed my foot on Vilgax's back to prevent him from getting up. "Where's your leader now?!" I screamed at all six of them. "Who's the baddest?! Who's the strongest?!" No one answered. I lifted my hand to my ear. "Am I deaf?!" I shouted. "Answer me!" Rojo and Charmcaster stepped forward and kneeled. "Ok, ok. You're the baddest. Just stop this now. We can't take much more. Please!" Charmcaster said. I shook my head. "No." I said. "No I'm not gonna stop. Not until I have Vilgax's skull. I recommend you all leave, before I attempt to destroy you as I will do to Vilgax."

All six of them ran for the exit and I followed, grabbing Kraab. "Not you." I said. "You're a robot. You don't have free will." I picked him up and walked back over to Vilgax, who was beginning to get up. "Come here." I said, grabbing him as well. I dragged him over to the wall and pushed him up against it. I then took Kraab and used his pointy, sharp legs to stab through Vilgax's armor, cutting through his torso. I lifted Kraab over my head and bodyslammed him against Vilgax's head. After I did that, I ripped Kraab in two. Literally. I used the exposed electrical wires to shock Vilgax. After about thirty seconds of shocking Vilgax, I threw the two halves behind me. I started to savagely beat Vilgax in the face. I only stopped when I saw his dark green blood running down underneath his tentacles. "You've killed your last innocent person, Vilgax." I said. "If only you hadn't had your pawns get in my way, your death would have been quick and painless. But now, you've really pissed me off. I'm going to finish you. Nice and slow." I reached for Kraab's sharp leg. "You and I, we're gonna have a hell of a time!" I said. However, the upperhand I had was short lived.

When I turned back around, Vilgax grabbed me, took me by surprise and threw me up into the second floor, right where I had set up my 'trap'. _Yes! This is where it will all end. Kthulu, I need you to let me take control. It's time we tag teamed. _"I said no!" Kthulu shouted. I got up and walked over to the edge of the catwalk and looked down at Vilgax, who was wielding his new toy. "Nothing like a little heat!" he said, as he fired the flamethrower up at me and the flames ignited some propane tanks that were oddly sitting up here. They exploded, leaving the second floor in flames. When I got up, I realized I was back in human form. "I guess the heat was too much for Kthulu. I reverted back, but it won't do me any good. I feel like I'm in an oven." I walked over to the edge of the platform that had partly collapsed. "Hey!" I called down to Vilgax, who didn't see me. "What?" he asked in disbelief, as he turned to look at me. He finally pulled a switch on his weapon. "Why can't you just die?!" he shouted, firing it. Instead of fire, it was an actual missile. I dove for cover, just in time as the impact and explosion made the second floor collapse completely. I fell to the ground with the wreakage and somehow, as if it were a miracle, the debris collapsed in a circle around me, almost protecting me from the fire. That's until a piece of fencing and iron bars fell on me from above. I recovered just barely and saw what I had set up was nearly perfectly in place, so I reached for it and dragged it over to me. My final part of the plan: hair and blood. I reached up and ripped a little chunk of hair out of my head, but not before hissing or yelling in pain. Then, as weird as it sounds, I bit into my arm, allowing it to break through the skin. I spit out any excess blood and laid my arm down next to _it_. My plan was complete. I would die a hero. A hero in the fire. Then, I blacked out.

_A Week Later_

It was a dreary, rainy and cold day in Bellwood. Two of the town's best-hearted teens had died a week ago. It was a miserable late morning, at the cemetary after they had left with the caskets from the funeral home. "We have been gathered here today, to say our final words, to those we loved." a priest says. Minutes later, multiple teens and family step forward to say their final goodbyes. Kai Green, a junior in high school and one of the Tennyson's friends in life. "I just want to say that I've always loved you Ben." she whispered. "But I understand you wanted to be with Gwen rather than me. And I can respect that." Ben's parents. "I know in your final hours you said that you hated us and we hope you're in a better place. We'll always love you, my son." No one knew, but someone, someone who shouldn't have even been there, was watching. The final stage of the funeral was over, people were vacating. All except for Grandpa Maxwell Tennyson and a mysterious man, wearing a brown trenchcoat and a black beanie. He was sitting in a chair in the back row, with his head down, not wanting to be noticed. "Um, excuse me mister, but the funeral is over." Max said, walking up to the stranger. The stranger cleared his throat. "I just need a minute or two, please if you could?" he said, sounding weird, as if he had a cold. "Of course, sorry. My mistake." Max said, before walking away.

After he was sure it was safe, the man got up and scanned the area. _Good. No one is still here._ He walked over to a bush, where he had stashed his bag of belongings. He grabbed it out of the bush and put it on. He headed towards the two caskets, still looking down. He finally reached the two caskets and stopped. "Gwendolyn Tennyson. Loving Cousin of Benjamin Tennyson." the man mused. He turned to the casket on the right. "And... well, I think I know who he is." he said. He looked up and took off the beanie, after he was sure no one was around. Not just a man. A seventeen-year-old man. _Ben Tennyson_. I looked at _my _gravestone and giggled. I walked over to the side of _my _casket that would open it. "I can't believe you came through." I said, opening the casket. I stared at the skeleton, that the forensic examiners had thought was mine. Thanks to the hair and blood found on the site. I remember the night as if it were yesterday. Transforming into Kthulu, almost killing Vilgax and faking my death. Kthulu. It's weird thing, being it's own Omnitrix, sort of. I have to take daily meds, otherwise I could risk turning into that thing, that creature. The Kthulu, the destroyer. We learned this when I was fourteen. I closed my casket and walked over to Gwen's casket. "Just how is it that your dead?" I asked. "It doesn't make sense at all. Did you use a spell?" I sighed.

"Oh well. I love you Gwen. That's the point here." I said. "I promise you, I will never stop until Vilgax is stopped or dead. It doesn't matter to me. But one way or another, he will be stopped." I was about to move on, but I was delayed. "Dude, funerals over!" I heard J.T's voice. "Oh, shi-" I muttered, putting my beanie back on. "Yeah, seriously, you should probably leave. Wait, is that-?!" Cash said, in surprise. "Is it? Ben, is that you?!" I looked up at them, knowing my cover was blown. "Hey guys." I said. "Long time, no see."

A/N: That is probably the longest damn chapter I've ever written. So, yeah. Ben faked his death, so he could continue hunting Vilgax. And he's already in trouble! Cash and J.T. know he isn't dead! Is Gwen dead? What are you're thoughts on this? I can't promise chapters anymore. I'm busy enough as it is and I don't have near enough time when it comes to this stuff. So, the next chapter will drop when it drops. So, I hope you enjoyed, please follow and don't forget to review!


	23. Chapter 22: Why I Hate Kthulu

Chapter 22: Why I Hate Kthulu

I Don't Own Ben 10

A/N: So, Cash and J.T. know that Ben faked his death. I won't say a lot, because I want you guys to get right to reading. So, Ben is going to go down a dark, violent path because of Gwen's "death". That's all I'm gonna say.

It began to thunder, as I stared at my two best friends, with a look of shock on each of their faces. "If you're going to ask me questions," I said. "go right ahead. Just no shouting. You two knowing that I faked my death is bad enough. I don't want anyone else knowing that I'm alive." They both looked at me, struggling to say anything. Finally, J.T. spoke. "How are you alive? What happened?" he asked. "And why were you dating your cousin? What the hell, man?" Cash asked. I put my hands up in surrender. "Ok, ok." I said, not even laughing a little bit. "I, uh, faked my death. That's how I'm alive." Cash scratched his head. "Dude, you have to tell your parents that you're alive!" I sighed. "No, I can't." I said. "You just don't understand. Someday they'll keel over from all the near-death experiences that I've had." J.T. pased back in forth in front of Cash. "Dude, how? Why did you fake your death?" he asked. I sighed. "Remember when I mentioned Vilgax? That he is the biggest and baddest alien I've ever encountered?" I asked. They both nodded. Before I could say something else, I heard a female voice behind me. "J.T? Cash? Who are you talking to?" Kai asked. "Oh, son of a-" I said to myself, realizing a third person was about to find out that I faked my death.

"Wait, is that-?" Kai started to ask a question, but I turned around to face her. "Just say it. They already did. Pummel me with questions. Whatever it takes to understand, just do it." I said. Kai stared at me in astonshment and looked like she was struggling to find words. Then, she did the unexpected and the unwanted. She ran up to me, grabbed me and kissed me full on the lips. _Whoa, whoa! Get off! _She pulled away not even a few seconds later, her face as red as a tomato. "I'm sorry!" she said, before I could speak. "Seeing you alive is just so shocking and I know you don't want to be with me, but I took my chance and-" I sighed. "For the love of God, shut up." I said. "It's ok. I don't blame you. I can't even believed my plan worked and I managed to survive." Kai looked at me in confusion. "What plan? Survived what?" she asked. I shook my head and sighed. "Look, I have a lot to catch you guys up on. But here isn't the place, three people knowing I'm alive is bad enough." I said. "Well, where will we go?" J.T. asked. "There is a abandoned Plumber's Safehouse near hear that I've been staying in." I said. "We can go there." J.T. and Cash looked at me, with confused looks on their faces. "What?" I asked. "Plumbers?" they both asked. "Oh, right. I never told you guys about that." I said. "Look, back in the day, my Grandpa Max was part of an elite task force called the Plumbers. They were kind of like the CIA or Secret Service. They dealed with alien disturbances all over the globe." J.T. sighed. "Oh." he said. "Seriously guys, we have to get out of here. I don't want to be seen by anyone else." I said.

_Sometime Later..._

"Sit down on anyone of the couches." I said, as we walked in to the safehouse. I walked over to the center of the room and turned the only light source, a light bulb in the single ceiling outlet. "Nice place." Cash said, in a sarcastic tone. "Can't afford to spend money on this place." I said. "Can't draw attention to myself." I went over to the coat rack and took off my trenchcoat, placing it on the rack, along with my black beanie. I dropped my duffel bag by the couch and sat down, all three of them sitting on the couch across from me. "Well?" I asked. "What's the first question?" Kai was the first to speak. "How are you still alive?" she asked. "The obvious question. I faked my death, you should know that." I said. J.T. raised his hand. "What?" I asked. "Where have you been?" J.T. asked. "I've been hiding out here, in this safehouse. Staying out of the public's eyes." I said. Kai cleared her throat. "Why don't you just go home and tell your parents the truth?" she asked. "Because I don't want to! And I can't! Besides, I've already told them I hated them." I said. "Why can't you?" Cash asked. "Because, if I go back, they'll try to stop me from taking down Vilgax. And I'm going to make him pay for what he did to me and Gwen." I said. "Why do you hate them?" J.T. asked.

"Because they seperated me from Gwen. If it weren't for them, I might have been able to prevent this!" I said. "Your 'big plan' was to fake your death?" Kai asked. "Why?" I looked at her. "If Vilgax thinks I'm dead, he might let his guard down. And it might make it easier to get to him." I said. "Well, I guess that makes sense." Cash said. "But what happens after that?" I looked at him, being confused with his question. "What do you mean?" I asked. "I mean, what happens after Vilgax is behind bars?" Cash asked. I scoffed. "Behind bars? I don't think you understand buddy." I said. "Vilgax isn't going behind bars. He's going to the Null Void, a high tech alien prison, which is basically an alternate dimension." Kai looked at me. "So, what was the other part of your big plan?" she asked. "Remember when I asked you to drive me up to the school?" I asked. She nodded. "I needed a skeleton. So, I stole the one that was in the Biology classroom. And somehow, the forensic examiners thought the skeleton was mine." I said. "How'd that work?" J.T. asked. "I left behind a few hair strands and some of my blood." I said. "How were you able to defeat Vilgax?" Kai asked. "I didn't defeat him. It was sort of a draw." I said. "Whatever. How?" she asked. "It was all because of Kthulu." I said. Cash looked at me. "Who is Kthulu?" Cash asked. He looked at J.T. "Are you Kthulu?" he asked. "No, I'm J.T!" J.T. exclaimed. "I know that! What's your first name?" Cash asked. "Jim." J.T. said. "Wait, do you read mythology or something?" he asked. "No." J.T. said. "Why?" _My lord, these guys truly are idiots._ "I don't know. It's just, that, I should have picked up on that." Cash said. "You know what else you should have picked up on? My friggin' first name!" J.T. almost shouted.

"Both of you calm down!" I said. "And be quiet. Kthulu isn't a person. He's one of my alien forms, kind of." Kai looked at me. "What do you mean, 'kind of'?" she asked. "Oh. I guess I never told you about that." I said, sighing. "Back in the summer when I got the Omnitrix, we had an attack from Vilgax. He took Gwen and attempted to drown her in a lake. He almost killed me too, but I used the Omnitrix to absorb his DNA and used his power against him." J.T. looked at me. "So, is that what Kthulu is? A new alien of yours?" he asked. "Yes and no. I can transform into him, but I prefer not to." I said. "Why is that?" Kai asked. "Because of the sickness." I said, in an ominous tone. "Please, what do you mean by the 'sickness'?" she asked. "It came one day when I was fourteen. I felt sick to my stomach, had a fever and my skin was a sickly, pale shade of green. So-" Cash interrupted me. "This sounds gross. I don't want to hear about this anymore." he said. "I agree." J.T. replied. "Well, too bad! You asked about it and I'm telling you about it!" I exclaimed. "So, this sick feeling kept going on for a few days and so, my Grandpa decided to have me scanned at one of the Plumber Safehouses." Kai looked confused. "Scanned for what?" she asked. "He wasn't alerted by the stomach pains and fever. It's the green skin that threw him off." I said. "When the scan was complete, it revealed the presence of something alien in my subconscious." J.T. and Cash exchanged glances. "And what did you do about it?" Cash asked.

"At first, nothing. I reminded my Grandpa that I had Vilgax's DNA stored in the Omnitrix. That's when it hit him. H-" Kai interrupted. "What hit him?" she asked. "Shut up and I'll tell you!" I said. She shrunk back into the couch. "Sorry." she said, in a small voice. "He informed be that Vilgax's race are always angered, powerful and unpredictable. He told us that we should see Azmuth, the Omnitrix's creator, immediately." I said. "And?" Cash said. "We summoned him with a special button on the Omnitrix. When we told Azmuth what was up, he was pretty angry." I said. "Why?" J.T. asked. "He told me out of all of the alien species in the galaxy, I'm prohibited from taking a sample of DNA from Vilgax's race." I said. "Why is that?" J.T. asked. "What the hell?" I asked. "Have you not been listening? Vilgax's race are all angry, powerful and unpredictable. Turns out that even with the Omnitrix, I can't possibly control Kthulu. So, no one could ever possibly hope to." Kai looked at me. "What happened next?" she asked. "Azmuth scolded the hell out of me. Like, relentlessly. He said that luckly, he had foreseen this whole ordeal. That's why he made a medication that can keep Kthulu from breaking through." I said. "Where's the medication?" J.T. asked. "In my duffel." I said. "Can we see it?" he asked. "Um, I guess." I said, getting up. I went over to my duffel bag and opened it, taking out an alien container.

I walked back over to the couch and sat down. I held the container out in front of them. Kai put her hand out, as if asking for it. So, I gave her the container. "It's green and black?" she asked. "Your colors?" _No._ "Actually, it was originally the color of steel." I said, as I watched Kai run her finger tips over the alien grooves cut into the container. "But eventually I painted it green and black." I said. "How does it work?" she asked, trying to get it open. I took it from her. "It won't open for you. It only opens at the presence of my fingerprint." I said, putting my finger on the sensor. The container opened at the top, revealing sparks of electricity at the center. "Is is supposed to be like that?" Cash asked, after they all got up and huddled around me. "Yeah." I said. "It uses the air." Kai looked at me. "Your saying that it creates your medication via air?" she asked. "Yes and no." I said. "It does get medication from air, but it needs an alien element that Azmuth provides me to work." J.T. looked at me. "Where is the element?" he asked. "Just like the container, in my duffel." I said. "Can we-" Kai started to speak, but I interrupted her. "See it?" I asked. "Yeah, that's fine."

I walked back over to my duffel bag and brought out a container of dark blue emerald looking things. Also, it was flashing red. "What does the red flashing light mean?" Cash asked. "It means that I've already had my cut today. I get one of these emerald thingys everyday." I said. I put the capsule and canister back in my duffel. "So, what's next?" Kai asked. "I'm sorry?" I asked. "What's next? Like what are you going to do now?" she asked. "Oh." I said. "Well, I guess I'll lay low for a while, get a fix on Vilgax and go after him." Kai nodded. "And then?" she asked. I shrugged. "I don't know. Life, I guess?" I said. "Life?" J.T. asked. "How will that work for you?" I shrugged. "Who knows? Vilgax might kill me for real. But at least I'll die knowing that I tried." I said. "Can you use Kthulu to help?" Kai asked. I shook my head. "Probably not. Even if I could be able to control him, I don't think I'd be able to trust him." I said. "Why?" Kai asked. "The whole reason I need to takethe medication is because Kthulu wants my body. He wants full control over me. He wants to purge me from my own body and just issue a reign of terror." I said. "Well, maybe there is one person who can help you." Kai said. "Yeah?" I asked. "Who is that?" Kai sighed. "Your Grandpa Max." she said, hesitently. "No." I said. "No?" Cash said. "Why?" _Jesus, do they not get the concept of faking death?_ "Hey, when you fake death, no one is supposed to know that you're actually alive. Obviously I screwed up. No. I won't go to him and have to explain to him." Kai laughed. "I don't think you have much of a choice, Ben." she said. "Why is that?" I asked. "Because if you don't, I'll tell your parents about all this." _Damn it, Kai. I knew you'd pull something like this._ "Kai, go get your car." I sighed.

_Forty Five Minutes Later..._

"I see you're in quite a tight spot." My Grandpa Max. "Faking your death and being on the run from Vilgax, wanting to avenge Gwen. You deserve that." I nodded. "So, why come here?" he asked. "I need your help. Kthulu wasn't powerful enough to take Vilgax out and I don't know what will be powerful enough." I said. He nodded, getting up from his chair. "Grandpa, you are one of, if not, the best Plumber in the galaxy. You have to have something." I said. He nodded, continuing to pace around the Rustbucket. "I do. I just might have something to suit your needs." he said. "Well, what is it?" I asked. "Come over here and I'll show you." he said, walking over to a cabinet. I followed him as he opened the cabinet, revealing a long, vertical keyboard. He typed for a while, to fast to see what it was, though. Once he was done, the cabinet split in half and went in opposite directions, revealing the real prize, which looked like a high tech suit of armor, coated with green and black paint. "What is that?" I asked, in an astonished voice. "This, is the Mark VII Plumber Combat Armor." Grandpa Max replied, in a proud tone. I let out a whistle as I stepped up to it and ran my hand down it's chestplate.

"How long have you had this?" I asked. "A few years. I was considering throwing it out." I looked at him in utter shock. "Why?" I asked. "Because, well, I thought you were dead. But, here you are, in front of my eyes." he said. "Oh, right." I said. "I'd really like to wear this thing." I said. "Well, I'm glad." Grandpa Max said. "Because you are the only one who _can_ wear it." Kai stepped forward. "What? Why is it like that?" she asked. "Because, his DNA structure is programmed into the suit. It responds to his touch and his touch alone." Grandpa Max replied. "I built it for him to use, because I got the feeling that one day he would need the protection." I continued running my hand over the cold material the armor was made of. "Is this Kevlar?" I asked. "Um, no." My Grandpa Max said. "It's an advanced type of metal that is highly resistant to the material that Vilgax's goons fire from their weapons." I let out another whistle. "There is a catch, though." Grandpa Max replied. _Of course there is a catch._ "What's the catch?" I asked. "You have to learn how to use it." he said. "How long will that take?" I asked. "About three-to-five months." Grandpa Max said. "Three-to-five months?!" I exclaimed. "I can't wait that long! Why can't I use it _now_?"

"Ben, I want you to try to understand. This Armor is really heavy on the wearer, you have to adjust to the Armor, so you don't fall over everytime you try to move around in it," Grandpa Max started explaining. "you have to learn it's functions, like the ability to be slightly invisible, to jump about a foot higher than the average human, you have to learn to use the flamethrower." I sighed. "Oh and it may be possible to transfer Kthulu's strength into the suit." Grandpa Max said. "I can't. Even if I can control him, I can't trust him." I said. "You don't have to trust him. I put a function into this suit specifically to help combat your troubles with Kthulu. You should be able to use his brute strength and still retain control over him." Grandpa Max said. "Ok, it's settled." Kai said. "Ben will just have to stay here and lay low with you, while you train him." Grandpa Max nodded. "That works for me." he said. _There is no way on Earth that i'll be able to trust Kthulu. __**Is someone talking about me?**__No, shut up Kthulu! __**Of course human. I'm here if you need me.**_"Ben?" he asked, snapping me out of my thoughts. "Yeah?" I asked, looking at Grandpa Max. "When you take down Vilgax, how will you be able to get him into the Null Void?" he asked. "I'm won't." I said. "Then why are you letting him go?" he asked. "Letting him go?" I scoffed. "Vilgax has been a thorn in my side for far too long. For as long as I can remember he's tried to steal my powers, kill me, harm my family and getting in the way at the wrong time. And now, I seem to have a way out of all this. So, I'll ask you. What in the hell makes you think I'm gonna spare him?"

A/N: So, this was the 22nd chapter. I apoligize if this chapter was short. I didn't want to write another super long chapter. So, Ben is making it his mission to kill Vilgax for what he's done. What do you think? I'd really like to hear what you think. And please, no hate about Gwen's death. Besides, things aren't always what they seem...


	24. Chapter 23: Ben 10: The Darkest Knight

Chapter 23: Ben 10: The Darkest Knight

A/N: Congratulations, you have made it to the final three chapters. I should say that this chapter has a good amount of graphic content involved. So, this chapter forced me to change the rating to M, instead of T. Reader Discretion is adviced? Ben is finally getting his revenge, with the help of (wait for it) Kevin Levin and also with the help of a mysterious figure in a black cloak. Hmm, wonder who it is? Also, in this chapter, the Omnitrix is going to evolve for the final time in this story and it will evolve into the Ultimatrix, I believe it's called, from Ben 10: Ultimate Alien. One last thing, the title of this chapter is a reference to Batman, obviously. This chapter may also be a long one, perhaps even longer than Chapter 21! So, brace yourself for lot's of reading. I have made this chapter as action-packed as I could! So, with that said, enjoy the beginning of the end, I would call it!

_Present Day_

I punched Vilgax in the face, causing his dark green blood to splatter all over my visor. _Wait, how did I get here, you ask?_ I kicked into his chest, just barely breaking the skin. I saw a little of his green blood just begin to ooze out of his chest. "You think this is hurting me, Tennyson?" he asked, as he cackled, spitting up blood as well. "Eventually I'll hurt you so bad, you'll beg me to kill you." I said, as I grabbed his head, pulled him up and then slammed him back against the steel floor. _You're obviously wondering how I got here, what I'm using to mess up Vilgax so bad and why he's taking so much of a beating. Well, sit back and relax. I have quite a bit of time on my hands. This all started about six months ago..._

_Six Months Earlier..._

"Grandpa why do I have to learn to use this suit? Why can't I just hop in it and go hunt down Vilgax?" I asked. "Because Ben, you can't just hop in the suit. You have to adjust to how the suit works. You have to adjust to how fast it can make you, how strong it can make you. If you don't adjust to the suit's technology, it could kill you." he said. I sighed. "Ok, but how long could the training process be?" I asked. "It could take a couple months, tops." Grandpa Max replied. I let out a sigh of disappointment. "You can't possibly be serious." I said. "I am _very _serious Ben. So, what do you say we get started?" he asked. "You'll have to get started as soon as possible if you want to take down Vilgax anytime soon." I sighed. "Yeah, ok. I'll go get the suit on."

_Six Months Later..._

The day had finally come. It was the final day of my training to use the Combat Armor that Grandpa Max had made for me to battle Vilgax with. "Grandpa Max, when do we start the training?" I asked, as I walked into the Rustbucket. He didn't speak for a few seconds. "No more training." he said. "What?" I asked. "You have trained for months in that suit Ben. Any further training is not necessary." he said. "Grandpa, I don't think I'm ready to take on Vilgax just yet." I said. "You're ready." Grandpa Max said, in a reassuring tone. "How do you know that?" I asked. "The first day entering the suit, you fell before you could even walk three feet." Grandpa Max replied. "So?" I asked. "What does that have to do with me being ready to use the suit?" Grandpa chuckled. "Just understand, Ben. You are able to walk in that suit. You are able to do everything that suit is able to do. The last five months of your life have been very significant. You don't crack jokes anymore, you are hardly comical in combat. Ben, you are, the hero that you sought out to be." he said.

I sighed. "That doesn't mean anything." I said. "I have nothing to joke about. The past five months have been the worst of my life. I was seperated from my girlfriend, I faked my death, four of my friends know that I'm alive, I turned seventeen in December. You, Kai, J.T, Cash and Kevin were the only ones there. Gwen, she should have been there with them. It was her birthday too. And, today is the first day of April. It's been half a year since she died. I can't take it anymore." Grandpa shook his head. _In case your wondering why Kevin knows I'm alive, and why I haven't mentioned him until this point, well, he occasionally works with Grandpa and I. Back in the day, in that same summer when I was thirteen, that Gwen and I finally fell in love, we ran into him again. Well, at least I did first. He told me that he was ready to be serious about hero work. He didn't even try to attack me. I took him to Grandpa Max and we considered training him. In a battle against Sixsix, I obtained a new alien form, I called him Water Hazard. Kevin was supposed to be observing Gwen and I in this battle, but ultimately, Sixsix incapacitated me. Kevin took his chance and absorbed my energy, transformed into an identical Water Hazard and actually took Sixsix down._

_ Grandpa saw potential in him and so, he began to train alongside me and Gwen. He and I training to use the Omnitrix, well, he was training in how to control his energy, so he could absorb the Omnitrix's DNA without mutating again. And Gwen was training in magic/mystic arts. When we finished up that summer, he found out that he found his mother, and she took him in again. Ironically, she lived in Bellwood. So, after that summer, he lived in Bellwood and went to school with Gwen and I. Every summer when Grandpa, Gwen and I would go on vacation, Kevin would come along for the ride. It really helped us bond and he and I have a better understanding of each other._ "Ben, you need to understand that it doesn't matter what you can and can't take anymore. A true hero never stops working." he said. I just shook my head in confusion. "Even if I am ready, I can't promise that I won't kill Vilgax." I said. Grandpa Max shrugged. "A man has got to go his own way. Someone special to both of us taught me that." he said.

"So, if today is the day that I finish off Vilgax, where do I start?" I asked. "Well, first thing is first, you need to summon Azmuth." Grandpa Max replied. "Why Azmuth?" I asked. "Just press the button to summon him." Grandpa Max said. I sighed and pressed the button that would notify Azmuth. It took about a minute, but eventually, he materialized on the table, with his cane in hand. "What have you done this time, Benjamin? Do you need more of the element for your medicine?" he asked. I shook my head. "My Grandpa Max want's to talk to you." I said, pointing at him. Azmuth looked over at Grandpa Max, before turning to face him. "Maxwell?" he asked, tapping his cane on the table. "Azmuth, it's time." Grandpa Max said. I could barely see Azmuth have a surprised look on his face, before reverting back to a calm look. "So it is." Azmuth said, in a calm tone. He turned back around to look at me, with a calm look playing on his face. But in his eyes, I saw fear. And that fear I saw, scared _me_.

"Lift up your hand, Benjamin." Azmuth said, as he switched his cane to his left hand and lifted up his right hand, so it was level with his ear. Or, what I assumed was his ear. I did the same, I lifted my right hand vertically, so it was level with my sideburn on the right side of my face. "Now repeat after me." Azmuth said. I nodded, signaling for him to start. "I, Benjamin Tennyson," Azmuth began. "I, Benjamin Tennyson," I repeated. "promise to uphold the Omnitrix's power," Azmuth continued speaking. "promise to uphold the Omnitrix's power," I said. "for good," Azmuth said. "for good," I repeated. "and to be the protector of my city," Azmuth said. "and to be the protector of my city," I said. "for as long as it takes to purge all of the evil in this world." Azmuth finished. "for as long as it takes to purge all of the evil in this world." I repeated. Azmuth still had a look of fear in his eyes. "Well, I suppose you are ready." Azmuth said. "Now, give me your Omnitrix hand." I placed my Omnitrix hand in front of him and he went to work. A holographic screen appeared and he started typing on a holographic keyboard.

"Um, what are you doing?" I asked. Azmuth didn't respond and he kept typing. Eventually, the holographic screen disappeared. Then, all of a sudden, the Omnitrix began to change. It grew on my wrist, extending a little bit out on my forearm. It changed to a darker, bolder green and the ring changed as well, to being grey, with the green hourglass symbol on it. And on the very end of it, like the end that was on my forearm, it was black, with green "veins" I suppose. "What did you just do to the Omnitrix?" I asked, as I lifted my arm back up, so I could get a better look at it. "I have allowed it to evolve into it's final form." Azmuth said. "Cool." I said, as I lifted my forearm up and down, looking the new Omnitrix over. "Can it do anything new?" Azmuth cleared his throat. "It has a better understanding of your language. So when you talk to it, you shouldn't have to define words in your language to it anymore." Azmuth said. I nodded. "Anything else I should know about?" I asked. "Yes. The Omnitrix no longer has to recharge after usage." Azmuth said. I grinned. "Sweet!" I exclaimed. "Do I have a new set of alien forms to use?"

"Yes. All of them." Azmuth said. That threw me off. I looked at Azmuth, with a look of shock on my face. He still had a look of fear in his eyes and suddenly, I understood why. "What do you mean, 'all of them'?" I asked. "Every alien species I catalogued into the Omnitrix's database, they are all available to use." he said. _Wow, all of them? Back when I put it back on, other than my original ten, plus the four or five I discovered along the way, I had only figured out to unlock ten different forms to use on a daily basis. Aliens I called Water Hazard, Jetray, Swampfire, Humungousaur, Goop, AmpFibian, Spitter, Big Chill, Brainstorm and Rath._ "Plus, a few more that I added recently." Azmuth said. I looked at him. "Really?" I asked. "What are they?" Azmuth tapped his cane, which caused a holographic list to appear in front of him. "Let's see, we have, Sixsix's species stored, a Detrovite, which is Vulkanus's species and unfortunately, the Chimera Sui Generis species is still in there, also known as Vilgax's species." he said. I sighed. "Any others?" I asked, trying to clear Kthulu from my mind.

"No." Azmuth said. I sighed. Azmuth closed the list and looked up at me. "One last thing Benjamin. There is a list of secret codes that you can access. All you have to do is ask the Omnitrix for access to it and it will comply. The most important code is at the very top of the list and it's called the Resignation Code. Please Benjamin, don't ever use it, unless you are absolutely sure that there is nothing else you can do for good." he said. I nodded. "I understand." I said. "And please Benjamin, don't make me regret giving you this power." he said. After saying that, he tapped his cane and disappeared. Grandpa Max looked at me. "Well, Ben? Azmuth has given you full power over the Omnitrix. What do you have to say to that?" he asked. Before I could answer, I heard beeping. I looked down at the new Omnitrix, seeing that it was beeping.

"Um, speak?" I asked. "Affirmative. Three crimes reported within the city." it said. I nodded. "Show me." I said. After that, three holographic screens appeared. I looked at all three of them. "Let's see, Clancy is robbing a bank, you know that old man, who loves bugs." I said. Grandpa nodded. "Gorvan, the Fourarms wannabe, is attacking a U-Haul supply garage. And Michael Morningstar is robbing a jewelry store." I finished. "Okay, you take care of Clancy. I'll send Kevin after Gorvan and I'll go after Michael." Grandpa said. "Are you sure?" I asked. Grandpa nodded. "Go! Go see what the new Omnitrix can do!" he said. I nodded, ran out of the Rust Bucket and transformed into XLR8.

_Sometime Later..._

I stopped and took cover behind a vacant car, outside of the bank entrance. I saw Clancy coming out of the bank with bags of money, walking towards a pickup truck, the back already filled with bags of money. _Random alien._ I tranformed and stood up. "Rath!" I exclaimed. Clancy dropped the bags of money in his hands and backed up a little bit. "Alright, alright! I don't want any trouble!" he said, laughing in a nervous manner. "You don't want trouble?! What about me?! I don't want trouble! You're about to get trouble!" I exclaimed, as I picked him up. "Come on! Please?" he asked. I dropped him. _Random alien._ "Benkanus!" I exclaimed, as I transformed. I looked myself up and down, as Clancy sat there, quivering with fear. _Must be Vulkanus's species, like Azmuth said._ I picked him up again. "You messed with the bull. Now, you get the horns." I said. I jumped up to the roof of the bank, which was at least a few stories up. _Damn, I didn't know that Vulkanus could jump that high!_ Once we had gotten up there, I walked to the edge of the roof. "You're going to give back the money. Aren't you?" I asked.

"Why should I?" he asked. I extended my arm, so he was being held over open air. "Clancy, today really isn't the day to piss me off." Clancy just sneered. "Go to hell!" he said. I loosened my grip on him. He started to freak out and grabbed my forearm with his other hand. "Please, don't drop me!" he exclaimed. I smiled. _He's scared. Good, that's exactly what I want._ "Are you going to return the money?" I asked. "Uh, sure!" he said. I loosened my grip some more and shook him. "Wrong answer!" I shouted. "Okay! I'll return the money!" he exclaimed. I nodded. "I know you will." I said. He let go with one of his hands, so he was hanging by one. "Oh, thank God!" Clancy said. Then, I dropped him. He screamed as he fell and when he hit the ground, I could barely hear bones breaking. I jumped off the roof and landed beside him. "What the hell?" he asked. "I said I've give the money back! You broke my legs!" I nodded. "I know you said you'd give the money back. I had to punish you so you wouldn't steal again." I said. "If you hadn't cooperated, I would have broken a few of your fingers, maybe your hand _and_ dropped you." Clancy looked at me with a terrified face. "Do not make me come looking for you again." I said, before leaving the scene.

_Hours Later..._

It was now about four-thirty in the afternoon, and the sun was just about to start setting for the day. Since the run in with Clancy, I had returned to the Rust Bucket and put on the Combat Armor that Grandpa Max had made me. Just so we're clear, it has it's own weapon set. It has a pop-up mini-rocket launcher in it's wrist, stun batons and an light energy sword. It's practically impossible for me to be defeated. I called Grandpa Max on my comlink. "Any sign of Vilgax?" he asked, once he answered. "No, but I tracked down the Sadistic Six. They replaced Krabb after I ripped him in half six months ago." I said. "Who'd they get?" he asked. "Hex, Charmcaster's uncle." I said. "Of all the people." Grandpa Max said. I said nothing in return. "You were supposed to laugh at that." Grandpa Max replied. "I don't laugh anymore." I said, in a gruff tone. "Obviously not." he said. "Well, what do you plan on doing?" I looked down at the six team mates, from the briefing room skylight. "Vilgax gave them their own mini-ship. I'm just gonna drop in for a visit. And they're going to tell me where Vilgax is at." I said. "Okay, just be careful." Grandpa Max said.

"I will." I said, as I turned off my comlink. I stepped off of the ledge that I was standing on and fell towards their skylight. Before I hit it, I activated my helmet function and the helmet for the armor came up around my face. When I don't have the helmet on, it provides additional armor to the chest area, as if it needs it. The helmet protects the back of my neck and my entire face, up until my hairline. I crashed through the skylight and landed on the table they were all gathered around, crushing it. I looked around them. "So, who's first?" I asked, the helmet's voice filter disguising my voice. Vulkanus got up from the chair he was sitting in. "Who are you?" he asked, in a booming voice. I turned around to face him. "Your worst nightmare." I said. That's when Vulkanus noticed the Omnitrix. "Wait, is that the Omnitrix? Tennyson? Is that you?" he asked. "In the flesh." I said. "But you-you're supposed to be dead!" he said. "Sorry to dissapoint!" I said. Just then, I heard someone sneaking up behind me and I turned around, while grabbing my stun batons.

Eighteight had started to sneak up on me. Big mistake. I started to hit her, or it, with my stun batons. With every hit, they let out a spark of electricity. Eighteight staggered and staggered back with every hit I gave it. I turned off the stun factor and just started plain hitting it in the face. Eventually, I hit it so hard, that the "visor" on it's helmet shattered and she, or it, fell to the ground. I looked back at Vulkanus, who actually looked scared. I placed my batons back into their sheath that was attached to my right leg. "I'm only going to say it once. Where is Vilgax?" I asked. Vulkanus didn't answer, it looked like he was in too much shock. "No? Okay. We can work with that." I said, as I walked over to Hex. "Where's Vilgax?" I asked. "I'll never talk!" he said. I picked up a piece of their table and hit him with it, several times, until he fell to the ground. I then walked back over to Vulkanus. "Where?!" I shouted. He didn't answer. I looked over at Enoch and activated the mini-rocket launcher. I shot a rocket at him, sending him into the wall. I watched him try to get up afterward, but part of the wall collapsed on him.

"Where is Vilgax?!" I screamed, as I looked back at Vulkanus. Once again, he didn't answer. "You fucking tell me where he's at!" I said, as I punched him in the jaw. He staggered backwards, and I advanced, and punched him again. I kept punching him, which it would hurt him even more, seeing as the armor has enhanced strength. Eventually, I knocked a few of his teeth out and he fell over. I wasn't done yet though. I walked over to him, knelt and kept slugged him in the face, causing his face to get bloodier and bloodier. "Alright, alright!" he said, holding his hands above him, showing a surrender. "Just stop it!" I glared at him. "Talk!" I said, through gritted teeth. "You remember that warehouse you caught him at a while back? He built a giant bunker there! Humans are afraid to go anywhere near it! Should be no problem for you to get in there, Tennyson!" Vulkanus said, spitting up blood as he spoke. "Thanks." I said, as I got back up. I heard someone sneaking up on me and I reached behind me and felt someone's arm. I threw him or her over my shoulder and slammed Eighteight into Vulkanus. "Don't make me come back here." I said, as I grappled my way out of the ship. Yes, the armor has it's own grapnel gun.

_Forty-Five Minutes Later..._

I had finally made it to Vilgax's bunker. I was crouching on one knee on one of the roof tops that surrounded the bunker. "I made it, Grandpa. The bunker is, well, it's big. Let's just leave it at that." I said, after activating my comlink. "Good. How do you plan on getting in?" he asked. I looked behind me, to see the one of many Bioid Drones that Vilgax makes, lying on the floor of the roof, after I had snuck up on it and rendered it inoperable. "Let's just say I'm going to take out a few friends who thought it'd be a good idea to camp out." I said. "Got it. Be careful." he said. "I will." I said. Before I could turn the comlink off, I heard the sound of a grapnel gun go off and I saw someone climbing up to the roof. "Wait, I gotta go, I've been found out!" I said, as I got turned off the comlink and activated the mini-rocket launcher. I pointed it at the edge of the roof as I saw Kevin climb up to my level. "Kevin? Jesus man, what are you even doing here?" I asked, as I deactivated the launcher.

"Sorry I scared you!" he said. "Your Grandpa just thought it'd be a good idea for me to come help you out." he said, as he touched the floor of the roof, turning himself into concrete. "I don't need you here, Kevin. You're needed elsewhere in Bellwood." I said, in a gruff tone. "Yeah? Where is that?" he asked. I sighed and turned on my comlink. "Grandpa, why didn't you tell me that you sent Kevin out here?" I asked. "Because you need him out there." he said. "I don't need a babysitter, Grandpa! I'm telling him to go home." I said. "You need him to help you take down Vilgax!" he exclaimed. "No, Vilgax is mine and mine only." I said. "Please, Benji! I'm ready! Let me help you!" Kevin said. I sighed in irration. "Okay, you can help me take down any resistance! Just stay in my sight! Do you understand?" I asked. He looked at me, with a bit of anger on his face. "What is this to you? Batman and Robin?" he asked. "Do you understand?" I asked, through gritted teeth. He closed his eyes and nodded. "Okay." I said. "Are you happy, Grandpa?" A few seconds later, he spoke. "Yes. Be careful you two." he said. "We will." I angrily said, as I turned off the comlink.

I looked at Kevin. "I hope it was worth it." I said. "I hope faking your death was worth it." he said. "Shut the fuck up, Kevin." I said. Just then, the Omnitrix beeped. "Unidentified heat signature detected." it said. "Where?" I asked. "Directly behind you." it said. "Shit!" I said, as I flipped backwards a few feet. I landed a few feet back on my feet and threw one of my stun batons, which they are calibrated with the gloves of the armor. So, when I throw them, they function like a boom-a-rang. I threw the baton at a figure who was dressed all in black, with a blask mask of some sort on and wearing a black cloak, with holes all over it. Whoever they were, they had their hood up. But whoever they were, they were also extremely agile. They flipped out of the way and the baton missed them. I caught it, planning to throw again. "Wait! Calm down! I am not your enemy!" the person said, as he or she landed. The voice sounded male, but I could tell, that like me, they were using a voice filter. "Who are you supposed to be? Azrael? Halloween was like, six months ago!" I said, as I lowered my baton.

"Azrael?" he asked. _I was just assuming it was a guy. _"It's a comic book character." I said. "Now, who are you?" I asked. "A friend." the figure said. "That's cryptic." Kevin said. "Yeah..." I said, as I kept looking at the figure. "I'm here to help." the figure insisted. "Let's see under that hood and mask. Then we'll debate about it, bud." I said. "I don't think so, Ben." the figure said. "My identity is really secret. Really top!" _Ben? This guy knows me? _"Ben? You know us?" Kevin asked. "What the hell?" I asked. "If you want to stay secret, you just blew it by saying his name." Kevin said. I ignored him. "If you are a friend, then prove it." I said. "Gladly." the figure said. Then, he disappeared in a cloud of black smoke. "What the?" I said, as I watched him disappear. I looked around the rooftops and eventually saw him appear from another cloud of black smoke, right behind a Bioid Drone. The figure than ninja kicked the Drone off of the roof and sent him towards the ground. There was a sickly splat sound a few seconds later. "He's gonna give us away if he keeps doing that." I said.

"Yeah, he should be more quiet!" Kevin exclaimed. "Shh!" I said. "Be quiet! We're gonna get caught!" Just then, we got fired at. "Oh, right! So that they heard!" I exclaimed, as I activated the Omnitrix. I slammed down on the ring and transformed. "Wildvine!" I exclaimed, as I grappled myself to the roof top where the figure had appeared at. I climbed up and launched a vine across to another rooftop, grabbed a Drone and threw him into his partner. _Random alien!_ I transformed, as I grappled to another rooftop. "Blitzwolfer!" I said, as I did a sonic howl, knocking three Drones off of a roof. _Blitzwolfer, this is Benwolf! Another random alien! _"Zs'Skayr!" I said, as I flew over to another rooftop. _Hey, this is the skinless version of Ghostfreak! Cool! I guess._ I possessed a Drone and caused him to fire at his partner. Then I did the same thing to a Drone on another rooftop. _Random alien!_ "Fasttrack!" I said, as I lept off the roof and super sprinted over to another building. I ran up the wall and got up to the roof. I kicked one of the Drones up there and was about to kick the other one, but the figure in black appeared and beat me to it. "You're welcome." he said.

_Ben._ I transformed back to myself. "Don't start with me." I said. "Ben, we're on the same side." he said. "I have no idea who you are. We're not friends. You don't know me and I don't know you." I said. "What's happening, ya'll?" Kevin asked as he climbed up to the roof. "Our visitor wants to join the operation." I said. "Look, if I could reveal myself to you, I would! But if I did, it would ruin everything." the figure said. "We don't know each other and we are not on the same side." I said. "You're still alive, aren't you?" he said. "What do you want with Vilgax anyway?" I sighed. "You wouldn't understand." I said. "Are you sure? You aren't the only one that Vilgax has wronged." he said. "Yeah, what did he do to you?" I asked. "Well, let's just say that he is the reason that I have to wear this." he said. "Okay, enough talk." I said. I pointed at the figure. "You want to prove yourself to me? Help me take down Vilgax, and you will have earned my trust." I said. "Now get down to the bunker door. I'll join you shortly." They nodded and jumped down from the roof, well, the figure teleported, like he had been doing to get around.

I turned on my comlink. "Grandpa." I said, greeting him. "What is it Ben?" he asked. "We uh, ran into a guy in a black cloak." I said. "I know. I hacked into the bunkers external cameras and saw the person. And I can say that it's a woman." This shocked me. "Really? How do you know?" I asked. "Because, I got a close up of the figure and she has, well she has, she has lady parts." he said. "Anything you have learned about her?" I asked. "She started fighting crime about a month after Gwen died." Grandpa Max said. "How interesting..." I said. "Thanks Grandpa." I said, as I shut off my comlink.

_Five Minutes Later..._

I had transformed into Fourarms and was smashing the bunker door. I eventually smashed it hard enough, that I just gripped it by the holes I had made and pulled it off of it's hinges. I threw it over my shoulders and charged into the bunker. "Vilgax!" I screamed. "Show yourself, you bastard!" Just then, the lights in the main room of the bunker came on. There were at least a hundred Bioid Drones were pointing their firearms at us. "Attack!" I screamed, as I grabbed two of the Drones and smashed their heads together. I dropped them and grabbed another Drone and ripped it in half. _Random alien!_ I transformed into one of those aliens that we dealt with in Sparksville. I shocked five of the Drones and they began to fire at their own teammates. _Random alien!_ "Big Chill!" I exclaimed. I froze ten or twenty of the Drones. I transformed into my Sixsix form and drew the twin blaster pistols that he had. I shot all of the frozen drones and they exploded, destroying the at least ten others in the process.

I turned into Diamondhead and slammed my hands into the ground. I formed diamond turrets above the ground and fired diamond shards at all of them, all around us. I managed to render the rest of them inoperable. "Show off." Kevin grunted. "Shut up." I said. I transformed back into my human form. "Let's go." I said. As we walked down the next tunnel, we came to an intersection and this was the perfect time to interrogate our partner. As Kevin kept walking forward, I grabbed the figure's arm and pulled the figure in black into one of the intersecting tunnel. "Okay, cut the crap Gwen! I know it's you." I said. She just stared at me. _Grandpa was right! She did have, well, you know... _"You're mistaken." she said. "Gwen Tennyson died six months ago." I shook my head. "Really?" I asked. "Okay, let's go over the details. You obviously know magic. Gwen knew magic." She just stared back at me. "You obviously know that I'm a girl. It's not that hard to tell! But, who's to say I'm not Charmcaster?" she asked. "Because I already ran into her today. You first appeared fighting crime a month after she died. And you are extremely agile, just like Gwen was." I said.

"You caught me." she said. "Gwen, just take off the mask!" I said. "I'm _not_ Gwen!" she said, poking me in the shoulder. "Gwen is dead!" I just looked at her, with an angry look on my face. "Is that the truth?" I asked. She nodded. "Than who are you?" I asked. "Just call me Azrael." she said. "What, from like the comic books?" I asked, mocking her. "We should get back to your friend and trying to catch Vilgax." she said, as she pushed her way ahead of me and back into the main tunnel. I sighed and ran with her back towards Kevin, who had stopped in the next room. I saw him. It was Vilgax, in the flesh, standing in the middle of the room, typing away at his computer terminal. He stepped off of the platform and it descended into the floor. The floor opened up and the terminal disappeared underneath it. The floor closed up again, as if the terminal was never there. Vilgax was in his Brute form, I guess you would call it. There was no armor on his arms at all, except that cloth covering the scar tissue from seven years ago. "Who do you think you are, breaking into my bunker like this?!" he said, facing us. "Who do you think I am, Squidface?" I asked, as I pressed the button that would turn off my helmet.

"Tennyson?!" he said, as his eyes widened. "How are you alive?!" I grinned, as I dodged one of his attacks. I jumped up towards his face, kicked it and flipped backwards back to where I was standing. "Face it Vilgax, heroes just don't stay dead anymore!" I said. "Super Man was beaten to death by Doomsday. He came back to life! Spider-Man died when Doctor Octopus switched bodies with him. He came back to life! Jason Todd was beaten by the Joker and died in an explosion. He came back, too! Well, he later became a villain, but you get my point! Sure, you killed me, but I didn't want to stay dead!" Vilgax let out a roar of fury and took out that rocket launcher flamethrower hybrid thing and fired a rocket at me. I was sure I was dead. When I looked back, I saw that there was a pink shield type thing in front of me. I turned to look at the figure, or Azrael I guess, and saw that there was a pink kind of outline around her hand. I narrowed my eyes at her, seeing that she was using magic. "Thanks." I said. "No problem." she said, as the shield she had made disappeared.

_She's only giving me more evidence that she's Gwen. I know she is!_ I turned back to face Vilgax. "Leave us. This is between him and me." I said. "But-" Kevin started to speak, but I interrupted. "Go!" I exclaimed. "I'm going to finish what he started!" I turned around to face them. Kevin finally turned back and ran the way he came. I looked at Azrael. She eventually disappeared in a cloud of black smoke. I turned back around to face Vilgax, but before I could even look at him, he grabbed me by the neck. "You're a spectacular creature, Tennyson. You and I are not so different." he said. I looked him in the eyes. "I'm not like you. You're a killer." I said. "Well, to each his own." Vilgax said. "I get my thrills by conquering and killing. You get yours by trying to be a hero." I said nothing, I just struggled against his grip. "I tell you, the thing that people love about a true hero, is to see him fall. Die trying." he said. "What's your point?" I asked. "My point Tennyson, is that today, you will fall. Die trying. Only one of us will be leaving this bunker alive." he said. "You're right. And I'll be walking out of here alive." I said. "There's only one way that you will leave this bunker Vilgax. And that, is in a fucking body bag."

I spit in his face and kicked his chest, freeing myself from his grip. I activated my helmet and then the Omnitrix. I turned into Diamondhead and fired a few shards into his face. It blinded him and I changed into Fourarms. I ran up to him and started to punch him. In the face, in the chest, in the arms, wherever I could punch him. Once he recovered, he tried to hit me back. I slugged him in the chest and kicked him back. "Just hold still!" Vilgax exclaimed. "Dude, I'm just softening you up for the main event!" I exclaimed. I ran up to him and grabbed part of the armor on his chest and actually _ripped _a piece of it off, exposing the skin of his chest. I started rapidly punching him in the chest, so much that a few of my punches actually broke the skin. His chest was a bit bloody and he was starting to cough up blood. He fell over and switched back to my human form. I punched Vilgax in the face, causing his dark green blood to splatter all over my visor. _Now you know how I got here._ I kicked into his chest, just barely breaking the skin. I saw a little of his green blood ooze from his chest.

"You think this is hurting me, Tennyson?" he asked, as he cackled, spitting up blood as well. "Eventually, I'll hurt you so bad, you'll beg me to kill you." I said, as I grabbed his face, pulled him up and then slammed him back against the steel floor. I backed away from him and he got up and sat there on one knee, catching his breath. "Alright, Vilgax." I said, as I pulled out my stun batons. "What hurts more? A?" I hit him in the stomach with one of my batons, shocking him in the process. "Or B?" I asked, as I shut off the stun setting. I hit him several times across the face with my batons. Vilgax spit out more blood from his mouth. He didn't do anything. He just kept spitting up blood, not moving. "Do you give up Vilgax?" I asked. He shook his head. "Do what you have to do Tennyson. However you need to understand that I messed up your life." he said. I grinned. "Gladly." I said. I activated the Omnitrix again and switched to Kthulu. _I might regret this._ I transformed and found that I actually did have control over him. There were no voices in my head. Kthulu didn't have control this time. So, I uppercutted Vilgax in the jaw so hard, that I sent him backwards towards the floor.

"It's time to finish this." I said, as I walked over to him. "No. I won't fight you, Tennyson. I've already had the sweet satisfaction of killing you once. I don't need to feel that pleasure again." Vilgax said. I laughed, as I watched him roll onto his stomach. He tried to crawl away. I grabbed by the back and lifted him up above my head. "I wondered what was going to break first." I said. "Your spirit..." I brought his back down to my knee at superhuman speed. "or your body!" I finished my sentence. I heard bones breaking in his back when I broke his back. I dropped him, as he began to scream in pain. Maybe I had gone too far, but he deserved it. I looked down at his back, and saw parts of his spinal cord poking out from the skin. _I broke his spinal cord in half!_ I kicked him, so he rolled onto his back. I stomped down on his chest, spraying some blood. I tranformed back to my human form and looked down at Vilgax. "Why, Tennyson?" he croaked. "You killed my girlfriend." I said, as I activated my light energy sword. "I never killed." Vilgax wheezed. "Liar." I said. "It's just weird how she died. Don't you think it's weird that you just so happened to encounter that cloaked figure tonight?" he asked.

I thought about it. I deactivated my energy sword and turned back into Kthulu. "You can't do this! You're supposed to be the good guy!" Vilgax said. "You're right." I said, as I grabbed his left arm. "But I don't feel like being the 'good guy' anymore." Vilgax had a look of fear in his eyes. "Tennyson, what are you doing?" he asked. A evil grin came across my face. "Finishing what you started seven years ago." I said. I pulled on his left arm as hard as I could. I heard the sound of skin and muscle tearing, along with Vilgax's pained screams. Then, I ripped off his arm. _Yes. I ripped off his freaking arm._ There was no going back now. I threw his arm aside and looked down at him. He was beaten. Broken. I had broken his back. A few vital organs were probably crushed. I had just ripped off what was left of his arm. I turned back into my human form. "Kill me." Vilgax wheezed, as he coughed up blood. I activated my light energy sword. I swung and missed his head, but cut through just a little bit of his flesh. When he opened his eyes, he looked confused. "I don't understand." he croaked. I grinned. "I'm not the bad guy." I said.

_Five Minutes Later..._

I walked out of the bunker in my Kthulu form, carrying Vilgax. The first thing I noticed were all the news vans and the cameras. The Rust Bucket was there and Kevin and Grandpa were waiting for me. "Ben?" Grandpa asked in shock. "Ben, what the hell happened in there?" Kevin shouted. I ignored them. I kept walking and eventually laid Vilgax down on the ground. He was barely breathing, but there was still life in his eyes. I looked at all of the cameras and reporters. I reverted back to my human form and just looked at them. Eventually, I deactivated my helmet, so they could get a look at my face. So they knew that I wasn't dead. They all looked at me in shock, before the questions started to come. "Ben Tennyson, do you have any comments about what happened here tonight? Ben Tennyson, why did you fake your death? Ben Tennyson, what do you plan to do now? Ben Tennyson, how did you defeat this alien?" those were just some of the questions I heard. I ignored them all. I walked past the cameras and reporters and grappeled up to a rooftop. Once I got up there, in the distance, I saw Azrael on another rooftop. She waved to me and then she disappeared in a cloud of smoke. _It's not Gwen,_ I decided. _Gwen wouldn't risk her life to help me fight Vilgax._ I sighed. I had just one more stop to make.

_Twenty Minutes Later..._

I stood in the cemetary, staring at Gwen's headstone. "I just want you to know, that I've come a long way from that ten year old boy, seven years ago." I said, as I teared up. "And I'll tell you all about it, when I see you again." It didn't matter that Gwen couldn't hear me. At least I was talking to her. "I'm sorry I couldn't protect you." I said. "But, I finished Vilgax off. I doubt he'll survive the injuries I gave him tonight. And now, you, well, you can finally rest knowing that he won't hurt anyone else." I let out a sigh, as I began to cry. "You're probably wondering what's next. Well, I've asked myself that for the last six months and now I know. I can live a life. I revealed myself to the cameras tonight. I can have a life. I'm going to finish high school. I'm going to go to college. I'm going to do what you couldn't. That's all that matters." I said. "And even though I said I hated them, it's something I have to do." I let out one last sigh before I finished. "I'm going home. I'm going to see my parents."

A/N: So, that was the chapter. Are you satisfied with how Ben finished off Vilgax? Who do you think this Azrael character is? What do you think about Azmuth giving Ben full power over the Omnitrix? That's all the questions I have. Also, how Ben carried Vilgax out of the bunker like he did, that's a reference to the ending of the video game, Batman: Arkham City. Ben would have been Batman and Vilgax would have been the Joker, if you compared the "images". So, please favorite and follow this story. I will finish up, with one more chapter and an epilogue. If you want to submit input, just PM me or submit a review. I always appreciate feedback. So, with that said, I'm going to go. So have a good day and bye.


	25. Chapter 24: Reunited

Chapter 24: Reunited

A/N: Hello and welcome to the final two chapters! This is probably going to be the closest thing to a happy chapter for this story. For those of you that never believed that Gwen was actually dead, well, this chapter will probably be something special for you. I really can't say anything else, you just have to read it. So, I hope you enjoy this chapter and read on!

_7:30 P.M._

_Ben's Parent's House_

I let out a sigh as I stood on my parent's front porch. Since visiting Gwen's grave, I had gone back to the Rust Bucket and taken off the armor. I was now in my street clothes and I was standing on my parent's front porch. _I have to do this. I promised myself, and I promised Gwen that I'd go back home, finish high school and start a life for myself._ So, I took a deep breath and knocked on the door. About a minute later, the door opened. I took a deep breath, as I looked at my mom. "Benjamin. You're home. Finally." she said. I couldn't say anything. I felt guilty, as I saw her begin to tear up. She crushed me in a bear hug, which was understandable, seeing as she thought I was dead for the past six months. I hugged her back, as I heard her cry. _Finally home? What does she-_ Then, I saw that the T.V. was on, and I saw they had it on the news channel, and it was a report of what had happened at Vilgax's bunker. _Oh. So, they saw everything on the news? Wow. Wasn't expecting that._ I remembered the very last thing I had said to them, that day, six months earlier.

_I hate you both! I do not, for the love of God, ever want to see you again as long as I live!_ I started to tear up as well. "Mom, I'm sorry." I said. "What's that, Ben?" she asked. My dad joined the hug, which, I honestly needed this right now. I needed to be hugged. I wanted to be hugged by Gwen, but being hugged by my parents, it was just as well. I could finally rest, knowing that I had avenged Gwen. My sacrifice, it had made a difference. "What are you sorry for, Ben?" my dad asked. I sighed. "When I left six months ago, I told you guys that I hated you and I didn't ever want to see you guys again." I said. "And now, I regret every word." _I had to talk to Grandpa Max when I dropped off the armor. And he told me that if I wanted to be a plumber, that I needed a code name. But, I guess I disappointed him, when I told him that the battle with Vilgax was my last. "You still need to be known as something." Grandpa Max had said. "What do you want the news to call you? Just, Ben Tennyson?" I remember thinking I couldn't be known simply as "Ben 10", I needed something that could serve as a secret identity. That's when I thought of it. "Have them call me, 'The Darkest Knight'." I had told him. And so it was._

I looked at the T.V. and read the news headline: _Ben Tennyson, "The Darkest Knight", slays alien overlord_. I smiled. I loved the headline. "Ben, we forgive you." my mom finally said. "And we're sorry about everything we said about Gwen. Her death wasn't at all for the best." They pulled away from the hug. "So, am I allowed to live here? How am I going to pay for faking my death? Can I still go to school? What am I going to do?" I asked. "Ben, just calm down." my father said. "Yes. You have always been allowed in this house and that will never change." My mother nodded. "You don't have to worry about paying the charges at all. The Plumbers are going to handle it." she said. "Wait, really? The Plumbers?" I asked. They nodded. "They are covering up your faked death." my father said. "Something about an error in the morgue. You were 'mistaken' for a recently deceased Plumber." They both winked at me. "So, it's all okay? I can go back to school?" I asked. They both nodded. "You can live a normal life. You don't even half to do hero work, the Plumbers are giving you the option of an early 'retirement'." my father said, winking again.

"We are very proud of you Benjamin." my mother said. "You did the right thing tonight. Even if you handled it violently. We are still proud of you. Removing that alien threat was the right thing to do." I smiled. "Thanks mom, thanks dad." They nodded. My dad closed the door and beckoned for me to sit down. I did. I sat down on one of the single person couches. "You've made a name for yourself." my father said, looking at the T.V. "Ben Tennyson: 'The Darkest Knight'. Honestly, I would have preferred _Ben 10_: The Darkest Knight. As in the number ten." I shrugged. "I just used the first thing that came to mind." I said. "It doesn't matter son. I'm just trying to give you a hard time." he said. "Like I said, dear, we are very proud. You took down the assailant that murdered your cous-, er, your girlfriend. You gave her justice." my mother said. "Wait. Girlfriend?" I asked. "But you said-" I stopped talking, when I saw the twinkle in my mom's eyes. "It's okay Benjamin. We understand. Gwen was very smart, very likeable and strikingly beautiful. You two would have made a good team and great parents if you would have been given the chance." my mother said. "But she's dead. I will never have that chance." I said. "Ben, if you had that chance, looking back on how much you two adored one another, we would have approved."

I smiled a sad smile. "Thanks. But it won't ever happen for me. My best bet is to consider Kai." I said. "Like we said, you defeated that alien." my mother said. "I had help. If it weren't for my friends, I wouldn't have been able to get into the bunker. Kevin helped me, along with a mysterious, unknown vigilante dressed in black, wears a black mask and a black cloak. Calls herself 'Azrael'." I said. "Azrael?" my dad asked. "Yeah, I know it sounds weird. She first appeared fighting crime in the city a month after Gwen passed away. She claims that she is a friend and an ally, but I don't know if I can trust her. She knew magic. Just like two of my villains. And, well, just like Gwen." I said. "Azrael?" my dad asked again. I nodded. "Why do you keep repeating yourself, dad? Cat got your tongue?" I asked. "She showed up half an hour before you got here." he said. "Who? Azrael?" I asked. My dad nodded. "Why? What did she want?" I asked. My dad shrugged. "She told us her story. Said she needed to talk to you, whenever you got here. Something about tying up loose ends." My mother said. "And you let her in? Just like that?!" I asked, standing up in surprise.

"Benjamin, calm down!" my dad said. "If she helped you get into the bunker, she is truely and ally of yours." my mom replied. "And she revealed her identity to us. It shouldn't surprise you that it's someone you know. She, she's, well she is-" My mom cut herself off. "You can't tell me. Only she can?" I asked. They nodded. "When did she leave?" I asked. "How do I find her?" My mom shook her head. "She never left. She's waiting for you to approach her. In your room. We never touched your room Ben. So, it shouldn't surprise you that you'll find it just to be the way you left it." she said. "So, should I-?" Before I could finish my question, my mom just nodded. I took a deep breath, "Okay then. Well, here I go, then." I said. I walked towards my room and I realized they weren't lying. For one, the light was on and the door was open just a crack. I opened my bedroom door, to see Azrael, still wearing her black costume, mask and cloak, with the hood up, standing by my window. "Well, this isn't creepy at all." I said. She turned around to face me. "What do you want?" I asked. "To understand." Azrael replied. "To understand what?" I asked.

"You never told me what Vilgax did to you." she said. "You wouldn't understand." I said, in a gruff tone. "Maybe if you tell me, I'd understand." she said. "He killed my girlfriend." I said. "Mmm-hmm. And I'm truely sorry. But, you made me a promise. You said that if I helped you, I'd earn your trust." she said. "We're still not friends. Why should we be allies?" I asked. "Gwen would want you to have allies. She'd want _me_ to be your ally." she said. "You didn't know Gwen. You wouldn't know what she would or wouldn't want." I said. "Are you sure? Do you want to ask her yourself?" Azrael asked. I just laughed in a sarcastic tone. "Gwen is dead, Azrael. I can't ask her. How could I possibly do that? The only thing I could do was avenge her. I did it. I _killed_ Vilgax for her. I did what I had to do." I said. "Gwen would be proud." she said. "How do you know that? I already told you, you _don't_ know Gwen." I said. "I don't have to know Gwen. And how do I know that she would be proud of you? I just know." she said. "She would be proud. Gwen would be proud. _I, _am proud, Ben." I looked at Azrael, with a confused look on my face. "What do you mean, _you_ are proud?" I asked.

"I don't have to live as this lie anymore, Ben. Vilgax was always getting into the way and tonight, you finished him for good." she said. I shook my head. "I still don't understand." I said. Azrael gently gripped my shoulder left shoulder. "Ben, you will always be _my_ doofus. And I will always be _your_ dweeb." Azrael said. _Dweeb? No, Azrael is..._ I began to tear up, as Azrael pulled away and put her hood down. Then, she grabbed her mask and removed it. She let go of her mask, letting it fall onto the floor. I stared at her face. At her fiery red hair. At her emerald green eyes. I stared at the face of my girlfriend, Gwen Tennyson. "Gwen..." I said, as I began to cry. "How-? Why?" I began to cry like a baby, as I engulfed her in a bear hug. Gwen hugged me back, as I continued to cry. I had no idea if they were tears of joy, or if they were authentic tears of sadness. "What did you do? What happened? I don't un- I don't-" I couldn't finish my sentence, I was crying too hard to even speak. "Shh." Gwen said, as she hugged me back. I heard her tear up as well. "It's okay, Ben. Cry if you have to. I'll explain in just a little bit." she said. I just cried a little harder and she hugged me tighter. "April Fools, Dweeb." she said. That only made me cry _even_ harder.

_Fifteen Minutes Later..._

I was sitting with Gwen on the couch in the living room, which she still had the black suit on that she wore to disguise herself. We were holding hands, as she told her story. I couldn't only listen and kind of stare off into space, as my eyes were red and puffy from crying. "The day he came to see me in the hospital, I was already considering faking my death. I even had a spell ready to go." she was saying. "When he came up to see me, we spoke for a while and one of the things that he spoke about, was killing Vilgax. That's when I knew, that I had to get out of the picture and hide. So, Ben, when you had your back turned to me, I whispered the incantation and then closed my eyes. The spell was supposed to lower my heart beat, so it was undectable. I didn't count on the monitor flatlining though." My dad spoke, since I was unwilling to. "It's okay Gwendolyn, honey. The important thing, is that you were able to stay safe." he said. "Ben was telling me how he needed to stop Vilgax before he went too far and attempted to kill our entire family and his friends. I was listening, but I couldn't respond. Eventually, he asked me if I was alright. He started to attempt to give me CPR. I tried not to move, or make any sound. But one small groan escaped my lips and I was sure that I was caught. Fortunately, seconds later, the monitor flatlined and I was pretty sure that I had succeeded in making him believe I was dead" Gwen continued to tell her story, as she squeezed my hand.

"Ben, I'm sorry that I scared you by faking my death, but it wasn't safe for me to be in the way. I had to hide until you took care of Vilgax." Gwen said. I didn't say anything, I just kept staring off into space. "Ben? Can you hear me? Please answer me!" Gwen began to shake me, but I didn't budge. "Gwen, Ben has probably been traumatized by you revealing that you were alive the whole time. He'll speak in time." my mom said. _I wasn't traumatized. I just didn't know what to say. Don't get me wrong, I was content with holding Gwen's hand once again, but I was too shocked to say anything._ "The worst part had to be the autopsy. When the examiners were examing my 'body', I tried _so_ hard to not make a sound or move. It was very difficult. Especially, when I had to hold my breath." Gwen said. "The autopsy eventually ended and my death was ruled as 'mysterious circumstances'. I remember being put into a gown and into a casket. When I was in the funeral home and I overheard that Ben had died, I feared the worst. But after the services were over and we were left to be buried, I heard his voice outside of my casket."

"He asked me how was it possible, me being dead. I longed to respond, but I couldn't, it would risk everything that I had planned out. He said that it didn't make any sense. He asked me if I had used a spell." she continued. She looked at me, and I could barely see the smile on her face. "Pretty clever, watch boy. You figured out what I had done long before I would have revealed myself." Gwen poked me in the rib with her elbow, but I barely responded. I just took a breath of air and that was it. I began to tear up again, but I didn't cry. I just let the tears slowly run down my face. "Ben? Why won't you speak to me?" Gwen asked. I shook my head, as the tears continued to come. I felt like I was four years old again. I felt like I didn't know how to talk. I felt, betrayed. I felt as if someone pulled a big prank on one of my friends and I was never let in on the secret. I felt left behind, left out, whatever. "He told me that loved me. And that was all that mattered. He promised that he would never stop until Vilgax had been stopped or until he was dead. Dead or stopped, Ben said that he didn't care which. He said 'one way or another, he will be stopped'." Gwen continued to tell her story. "But he made a mistake. He was clumsy, he spent too much time in the cemetary and his friends Kai, J.T. and Cash found him out. Once he left, and I knew the coast was clear, I left my casket and tried to stay hidden."

"I uh, had to go to Grandpa Max whenever Ben wasn't around, and he helped me make a suit that could disguise me. And I'm wearing it right now. He also made me the mask that I wore. And I snuck into my parent's house when they weren't home to get the cloak I wore with the costume. I wore it with my Lucky Girl costume for Halloween a few years ago. I just poked a few holes in it and put it on." Gwen said. _Great. Grandpa Max knew that Gwen was alive and he never told me!_ "After that, I began to train my magic abilities and martial arts. I was going to operate under the name of Lucky Girl or even Lucky Woman, but I knew if I did that, Ben would know it was me. I had previously used that name when we were ten. I began fighting crime a month after my 'death', hoping to follow in Ben's footsteps. Since after our Ben's 'death', Bellwood thought that they had lost their savior. And so, the city became corrupted by crime, with Vilgax being a 'mob boss' of sorts. I thought Ben could use all the help that he could get, but I still couldn't tell him who I was underneath the cloak and mask. When I helped him out tonight, he had called me 'Azrael', the name of a comic book character. Technically, no one was using the alias. So, I took it for myself and I was sure that I would be safe from being unmasked before it was planned."

"And that's your whole story?" my mom asked. "Yes." Gwen said. "Well, Ben? Do you forgive me?" Gwen turned her head to look at me, with puppy dog eyes. I thought for a moment. _Well, of course I do, Dweeb! But, I need time to think about what I'm going to do with this thing._ I looked down at the Omnitrix. _Now that Vilgax is dead, I think the crime rate will decline greatly. I don't need to go hero anymore. I don't need the Omnitrix. But I don't know if I can disappoint Azmuth like that. I don't know if I'm ready to take it off just yet._ I smiled just a little and squeezed her hand. "I..." I tried to speak, but eventually I sighed and gave up. I got up from the couch, letting go of Gwen's hand. I turned around to face them once I had walked a little bit aways from the couch. "Okay. I _do_ forgive you Gwen. I would really, really like it if we could stay in this relationship we had. But I need sometime to think. And it's not about us." I said. I pointed at the Omnitrix. "It's about this _thing_." I said, my voice cracked and I sounded like I was disgusted by the Omnitrix. "I killed Vilgax tonight. And I think after doing that, I can finally take a breather from this thing for a while. I'm just gonna go think on this for a while."

I went into the bathroom and turned on the water. I once the shower was on and the water was running, I took off my clothes and got in. As my hair became soaked with the warm shower water, I looked at the Omnitrix. That's when it hit me. _It's this thing's fault that Vilgax tried to kill Gwen! She had to fake her death because of this thing!_ I let out a sigh. _This thing has got to go. This has caused all of our troubles since the day I got it! But... it's the primary reason why Gwen and I got together in the first place! If I didn't have the Omnitrix, then Vilgax would never have came after me! And Gwen... Gwen would never have fell for me. _"I don't understand." I said. "I'm so confused." _Maybe it is a good idea to get rid of this thing though. Vilgax is dead and the crime levels will probably decrease significantly. In theory, I may never have to go alien again. I may never have to deal with Kthulu again!_ _That is a sweet deal._ I had made up my mind.

_Thirty Minutes Later..._

I had since gotten out of the shower, gotten dressed and now I was just lying on my bed, pretty much doing nothing. I had the T.V. on, but I wasn't even paying attention to it. I was still too much in shock to really do much of anything or say anything. I had my phone on, scrolling through all of the texts that Gwen and I had sent each other in the last year. They kept going up until six months ago, the supposed day of her death. Well, faked death, I guess. I sighed as a lone tear rolled down my cheek. I don't know why I was still crying over Gwen. She was alive and even, better, we are kind of living under the same roof, at least as of tonight. Speaking of Gwen, I was expecting her at one point. I heard a knock at my slightly open door. "Knock, knock." I looked up to see Gwen poking her head out from the other side of the door. "Come on in." I said, as I gestured her to come in. _Looks like I finally found the courage to speak... But for how long?_ "Are you okay?" she asked, as she walked in and sat down at the foot of my bed. She was wearing a simple T-shirt and pajama pants.

"I feel like I don't even know who you are anymore." I said, as I sighed. "But you do." she said, as she scooted closer to me. "I'm Gwen Tennyson. Your cousin. Your best friend. Your girlfriend." I sighed, as I sat up and sat on the edge of the bed. "I- I don't think we can be together anymore, Gwen." I said. Gwen didn't speak for about thirty seconds. Then, I felt heat and pain on my cheek as she smacked me. "How could you even say that?!" she exclaimed. "After everything we've ever been through! And you're just- you're just going to abandon me?! Like when we were ten?!" I shook my head. "Gwen, it's not like that. It's likely the whole school knows about our relationship, being cousins and all, if not the entire city." I said. "And our family knows." Gwen gripped my hand in reassurance. "Your parents gave you their blessing to be with me." she said. "But, your parents-" I said. "My parents are okay with it, too. Ben, we don't have to hide this anymore! We can hold hands in public, we can kiss in public, it doesn't matter!" she said. "We can finally be in a peaceful relationship! No more Vilgax! No more hiding!" I squeezed her hand.

"You think we can actually do it?" I asked. "Ben, one day we could be married and have children! I'm sure of it! I can see it!" she said. I sighed. "What, like deformed children? You know what happens when relatives have children, right?" I asked. "You are such a doofus!" she exclaimed, before she kissed my cheek. "That's just a myth that scares cousins and relatives, to make sure that they _don't _have children! We'll be fine!" I smiled and for the first time, in a long time, I actually felt happy. "Oh, Gwen..." I said, as I turned and hugged her tightly. _It feels like that missing part of my heart that went away after Gwen "died", it feels like that it's been sewn back in!_ I felt her return the hug. "Don't get too comfortable." Gwen said, as she giggled. "What do you mean?" I asked. "Your mom told me to tell you, to leave the door open!" she said. After about a minute of holding her, I pulled away and got up. "Gwen, if we're going to be together, I have to do one more thing." I said. Gwen looked at me with a curious look. "What do you mean?" she asked. "What do you have to do?" I lifted my Omnitrix arm and looked at it. "Omnitrix, I want access to all of the codes." I said. "Affirmative." it responded.

A holographic screen appeared, with a list of codes on it. And at the very top, was Resignation Code 584672-7B. I sighed. "Omnitrix, activate Resignation Code 584672-7B." I said. It beeped. "Are you sure?" it asked. _It kills me to do this. For four years, this thing had been my best friend, like a brother to me, even though it was just a watch._ "I am sure. Activate." It beeped again. "Did I do a good job? Did you achieve your goals?" it asked. "You did a spectacular job." I said. "All of my goals have been met." The Omnitrix beeped yet again. "Initiating deactivation." it said. "Ben?" Gwen asked, her voice hinted she was worried. "Yes," I said. "Shut it all down." Gwen got up and put her hand on my shoulder. "Ben!" she said. "Detaching in five seconds." the Omnitrix said, before the green lights on it flickered and went out. After five seconds, the Omnitrix made a hissing sound and it fell off of my wrist. I caught it before it hit the floor and put it on the night stand next to my bed. Gwen looked at me, still with a look of confusion on her face.

"But, why Ben?" she asked. "Gwen, I don't need this thing anymore! This thing was the very reason that we had to fake our deaths!" I said. "But Ben, you could still use that!" Gwen said. I shook my head. "Gwen, there won't be anymore crime in the city! I can almost be sure of that! I don't need to use the Omnitrix anymore! It's over! I can finally have a happy life, with you!" I said. Gwen smiled. "Ben, that makes me feel so happy..." she said, as she hugged me. After a minute or so of hugging me, she sighed. "What is it?" I asked. "Are you tired, Ben?" she asked. _Is she hinting that she wants to sleep in the same bed tonight? Well, now that I think about it, I haven't had a good night's sleep since I faked my death!_ "Yeah, I guess I am tired." I said, as I yawned. "Then let's get under the covers and we'll go to sleep." Gwen said. I yawned again, as I pulled back the covers. Gwen flicked off the light. "You sure that your parents will be cool with this?" Gwen asked, as she crawled into bed next to me. "I'm pretty sure, as long as we _leave the door open._" I said. A second later, Gwen playfully hit me. "You perv!" she said, as she laughed. She got on top of me and rested her head on my chest. I wrapped my arms around her and eventually, I fell asleep.

A/N: So, what did you guys think of this chapter! Are you all glad that Ben and Gwen are back together? I mean, Gwen was never dead in the first place, she just faked her death just like Ben did. But, they are back together now! And VIlgax is dead. Or is he? Well, anyway, there is going to be a final chapter, well, more like an epilogue. Well, if you did enjoy this chapter, please favorite and follow this story. If you want to submit input, you can submit a review or PM me. I am going to go though, so have a good day and bye.


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